Normal
by DarkDanny
Summary: Between work, friends, helping a princess and unexpected news. Fluttershy finds life teetering out of her control.Thankfully for her, her best friend steps up and takes care of her while she's tending to everypony else. Fluttershy/Rarity
1. Prelude

**First mlp story I've written. yay!**

**Just a note. I got inspiration for this story from a fan theory I've seen, either o n the pony wiki or Tvtropes. That Fluttershy has a medical condition and some serious emotional issues that makes her incapable of sustained, strong flying. Now, I know that there is evidence against the Medical side, but, please, bear with me. If you feel I should ad an AU sticker to the summary, feel free to say. This story will be K rating but will end up being M most likely. **

**PS: It's likely that I'm going to have some highlighting errors. I will fix it all up in couple hours, once I wake up. Sorry.**

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**Prelude: Death of a Dream**

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_It was the same dream, just like every night before, ever since she could remember. She was chasing her filly friends across the wide open cloudless day, a day warm on her skin as her long mane, pink as her mama's flowed behind her neck. She was in a near vertical nose dive, her hooves outstretched before her. _

_On her face was a smile. A vividly bright smile that nearly outshone Celestia's sun itself._

_She smiled and giggled as she skillfully dodged a red and orange blur attempting to tag her out of the game they were playing. She squealed wildly as she had to barrel roll and duck under one of the rare clouds nestled in the sky to hide. She watched gleefully as the orange and red blurs resembling young pegasi fillies continued their futile search._

_The young filly glanced down and noticed a low hanging cloud. Two ponies, one tall, white, and disciplined looking, the other, beautiful coloured, extremely feminine, a gentle smile spread across her demure expression. Quietly, they stood there together, watching their daughter with a mixture of love and pride for her._

"_Fluttershy, Darling, It's time for lunch, come on down now!" She heard her mother calling out to her delicately. She noticed her father roll his eyes at his wife's words._

"_Princess, Show me how fast you can dive." Her Daddy cheered her on. "This time, fly like me, not like your high class 'I gotta be delicate all the time' mother!"_

_She giggled brightly as she watched her father receive a light, playful smack on the back of his head. Regardless, she listened to him, being the daddies girl she was. Fluttershy dived as hard and as fast as her little wings could carry her. As she reached the cloud Her legs spread out and she slowed her body down as she collided into her tough old dad's awaiting hooves. He oofed and collapsed onto the cloud playfully, dragging his little filly along for the ride._

"_By Celestia's perfect butt, You're gettin' too big and me too old to do this so often." Her Daddy grumbled, still smiling for his angel princess as he ignored the pointed glare of his wife, Fluttershy's mother. Fluttershy brightly at the word 'butt' as she bowed her head and shook it as her hooves wrapped tightly around her daddies neck._

"_I don't wanna stop." She whinnied to her father as she finally looked u to him with her big bright eyes. "Can I go back up there soon? Can I? Rouge and Orange are probably waitin'!" _

_She smiled, her pearly teeth showing to her daddy and eventually, mama, who was setting down a nice big apple and grass salad down in front of her child. Daddy merely chuckled and allowed his only daughter to slide out of his arms to eat what her mama had made her. Momma and Daddy shared a knowing smile._

"_I'll tell you what, my little filly." Her father bargained. "We'll eat real fast to appease momma and the three of us will go back up to put the chase on your two little friends. They won't know what hit them."_

_Fluttershy cheered, her mouth filled with salad. The food spat out everywhere, Splattering her dignified looking mother, whose face was now coated with chewed apple bits. Daddy took one look at his wife and snorted out laughing at the sight of the Mare from Manehatton, looking so sloppy. Fluttershy giggled alongside her daddy until she felt her mother's hooves tickling her sides, causing the poor filly to squirm and scream in delight._

"_Laugh all you want." She herd her mother haughty retort. "Before you know it'll find yourself in my old charm school, learning to be as graceful and as dignified as your mother. Not like your classless father." _

_And, just to prove she was being serious, she stuck her tongue out at her husband and daughter, and, with as much grace as molting chicken, blew a raspberry at the both of them. The sight was too much for her Father, he broke down into a ft of tear streaming laughter, quickly joined by the little filly at his side. _

_It was just another perfect little day, with a perfect little family._

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Dulled pain coursed throughout her body, bringing her back to the real world.

"I think the treatments can cease now." She heard a foreign voice speak lowly, old and kind in nature. "We've managed to stop the infection from any further spread. She's going to make it."

There was an audible sigh of relief, feminine, tired sounding, clearly pained.

"Thank Celestia." The filly heard the familiar voice, gentle and uncertain reply. "Is my little filly going to be alright, Doctor? She's been in this dreadful state for such a long time now."

The owner of the first voice; Doctor Goodsprings was his name, a gentle old unicorn physician. Fluttershy liked him, despite the poking and prodding and pain that came with his every visit. He was just like Grandpa. Soft spoken, always tried to make her feel better. She felt as though he genuinely cared for her. It was a first time she felt such a feeling from a doctor. She should know from her vast experience. Doctor Goodsprings was number nine. Her ninth doctor in the space of two years, nearly a quarter of her life.

Little Fluttershy was in and out of the watchful eyes of her parents and doctors they paid, she was chronically ill. She wished somebody, anybody, could understand what it was; Each time worse then the next. This recent bout against this illness had taken its toll. It ravaged her immune system, weakened by year after year of near debilitating sickness. She hated it, it was the first time she hated something.

Thanks to this sickness, everypony would often shun her, her friends at school were not allowed to come over in fear of it being contagious in such prolonged exposures, they thought her too weak to have fun, to practice flying. The one thing she truly wanted to learn above all else.

The one thing she would never be able to do properly.

Even before she was sick, she knew something was wrong with her. By six, every pegasus kid was learning to fly, they could takeoff, glide and land with no problem at all. All except her. It wasn't due to a lack of effort on her part. She tried and she tried, but she could never manage to find the strength to get off the cloud, not even a teeny tiny centimeter.

She would practice. Day and night, but to no avail. Her wings, smaller then most, were just incapable of flight. It took nearly a week to find out why she couldn't. Her papa, sat her down on his knee and explained just what wing dystrophy was. How they managed to stop its progression but were unable to reverse the damage done.

She could not find the words to reply. All she could do was cry. Fluttershy spent the rest of the evening, sobbing over the cold sentence passed over her, marked as a genetic defect from the day of her birth. A flightless Pegasus. Was that even possible? Well, now it was.

At least that was what she thought.

"Here, Why don't you come take a look at her." She heard Goodsprings whisper to her mother. "Don't worry, she's not as fragile as she looks. Don't be shy ma'am."

It was on her eighth birthday, she had finally proven her family wrong. She was silently watching from the sidelines morosely, as always, while her friends, ignorant to her condition, happily played an impromptu game of 'soarin' tag. None of them were remotely aware of the frustrating agony the poor filly was in. Watching, but unable to join. Well, after two years of trying, despite the disorder known. Fluttershy, once again tried once again. She ran, as fast and as hard as her legs could carry her. Right to the edge of her cloud.

Fluttershy remembered falling. She fell for a long time. The only thing she could hear was the screams of her mother and father, of her friends as they raced to catch up to her. Then something happened. Something spectacular.

She slowed down her descent.

She slowed faster and faster until she found herself suspended in midair. It took all her effort, forcing her to sweat and grimace in pain as her wings tried to carry her, but she did it. And then... then she started to rise, slowly, surely, back up to her friends and family, all of which were cheering as she did so. She did not feel different anymore, no longer did she feel like the easily sickened flightless freak... she felt so... normal.

She did not remember much after that. Just the sudden cold updraft underneath her and her sudden descent back into the cloud. The most vivid thing she remembered was the sheer pain. The pain of splitting through her picnic table, The blood spilling onto the fluffy white cloud, breaking her right wing and hind legs.

That was months ago. Infection quickly occurred,despite treatment so fast. Her body, her weakened immune system. It was too much, far too much for her to handle.

"Fluttershy has been bed ridden for the past eight months. She's lost massive amounts of muscle mass in her legs." Goodsprings spoke to her parents interrupted her dazed thoughts, gently lifting her leg upwards to examine it. Fluttershy groggily looked over and caught sight of it.

There it was, discolored and skinnier then she could ever recall. Her eyes widened in a display of shocked fear. What had happened to her?

"Her wings even more so, which has aggravated her condition." The Doctor continued, Slipping her leg back onto the soft mattress. He covered it up and slowly walked around her bed to stand by her side, Adding, "I'm going to forward you and Fluttershy to one of my colleagues in Canterlot and begin physiotherapy right away. With proper dedication to the program, I can definitely see her legs recuperating, one hundred percent."

A jolt of sudden pain coursed through her body. She cried out, trying to scream, but could only manage a a squirming moan. She looked over, her widened eyes noticing as a hoof slowly opened up one of her wings, stretching it as tenderly as he could manage. Again, she cried, feeling her eyes water as she tugged against the pressure.

"Shhhh, sweetheart." She heard the Doctor whisper to her. A kindness in his voice that brought comfort the little filly. "I need to stretch your wing span. Momma and Daddy need to see it."

As he noticed Fluttershy nod in consent he gave he a smile, he looked way from her and to her Momma, adding. "I need you to hug her. Make sure she does not move."

Her mother, gaunt, nearly a shadow of the beauty she usually possessed, nodded gravely to the order and agreed without hesitation. She leaned over Fluttershy and gently took her daughter into her forelegs. her nose nuzzling the pain riddled filly.

At long last, after a lot of tender words and encouragement for the young filly, Doctor Goodsprings managed to stretch the withered wingspan to it's fullest for her parent's upset eyes to see for themselves. Through her foggy mind, Fluttershy felt a sudden wave of pain, guilt and shame wash over her. She maybe have been but a filly, but she knew what this meant. It meant she would never be like her friends. Normal.

"As you can see, her wings, are much more delicate, and far more affected due to her stage one wing dystrophy." The Physician observed, stroking through the feathers coating her wings to reveal fragile looking skin and bone. The skin was much like her legs; Bruised, sickly and Grey. This time however, was much worse. Her wings were never nearly as developed as her legs.

"This is not a normal reaction what Fluttershy is having to the antibiotics. This is long dead internal tissue, or bruising as an untrained eye would think, pressing onto major nerve bundles, here and here, causing a hypersensitivity." He continued, pointing out the sources of the dull throbbing pain. "We're going to have to also schedule in for an invasive surgery to help relieve the pressure off her wingspan."

A new hoof grazed against her cheek. Fluttershy looked away from the source of the throbbing pain and up to meet her daddies tear stained eyes. He was chewing on his lip as he forced a confident smile for his little filly. Through her dulled pain, Fluttershy smiled back uncertainly.

"Tissue removal alone will require upwards to three sessions with my new colleague and friend, Doctor Whooves." The doctor concluded, looking up to meet the father's stare. "He's young, but he's the best surgeon I know. A week spent for the operation and another two months in the hospital recovering."

Doctor Number Ten. This Whooves would be her tenth doctor. Fluttershy huffed inwardly and shuffled as she felt the doctor's hoof's move from her wings and carefully helped relax them to the side of her flank.

"It's alright, I'm letting go." He soothed, pulling away at long last. "Thank you for being such a brave filly."

The filly pouted as she looked away from the doctor and back towards her mother next to her side. They touched noses once again. Slowly,she reached out and grazed her Mother's soft, fuchsia toned mane. She felt lips, warm and tender press against her head. She giggled softly as the touch tickled her forehead.

"Mama, am I goin' to be okay?" She gently whispered, forcing her words to make sense through the induce narcotic haze. She felt her mother nod and watched as her mouth formed a sweet smile.

"Yes, my little Fluttershy. Everything is going to be just fine." Her Mama promised, her voice as gentle as a songbird. "I love you my daughter. So, so much."

Fluttershy nodded weakly.

"I love you too, mama." She whispered back. Slowly, she raised her forelegs up and felt her mother fall into her embrace.

"Doctor Goodsprings, We knew since her birth that she wouldn't be flying for The Wonderbolts, we all learned to embrace that." Fluttershy heard her Father speak up, his voice edged with worry. "But... I mean, with her wings like this and the treatments available. Will she ever be able to fly?"

Fluttershy watched her father step forwards towards her doctor. He loomed over him, a bear of a pegasus. He had to be in order to have served in Princess Celestia's Royal guards. Still, despite his stature and title, he was as gentle as the baby bunny rabbits her mama told stories about. Doctor Goodsprings, like Fluttershy must have saw the good in her daddy. He did not shy away at the tone her father was using.

"Personally, I think she will." The Doctor smiled downwards to his patient. "She's tougher then she looks. I've treated adult ponies with less severe cases. And they did not show half the strength Fluttershy here has shown."

He looked back up, meeting Fluttershy's father demanding eyes. It was clear the doctor that the father wasn't looking for comfort, or deception. He wanted the cold, hard facts. Doctor Goodsprings sighed and stepped towards the expectant father.

"In my professional opinion, I must remain much more cautious." He sighed, coming back to reality.. "Between the infection and disorder, Worst case scenario? she'll never fly again. Best case scenario? If she soars through recuperation and physiotherapy, she will find the time to refocus on flying and perhaps, the ability to. A limited ability. it'll never be with the strength of other pegasus. It's only a guess, but it's a 70/30 chance she falls into the former of the two categories."

Fluttershy's father stood there quietly, a shocked look slumped across his face. Goodsprings sighed and lowered his head. Without any words, he took a seat on the seat next to Fluttershy. His hoof raised up and pressed against his mane, Goodsprings looked tired. Tired and unhappy at his own prognosis.

"I'm so sorry." Goodsprings whispered lowly, his eyes looking into the mother just across from him. "I wish I could paint you a perfectly healthy picture of your little filly. All I can assure you is this: Fluttershy is alive and She can live a perfectly normal, healthy life if you focus all your attention on her recuperation. Promise me that you'll do whatever it takes to do that for her."

Mother and Father shared a look and turned back. They nodded, their combined expressions was the personification of determination. They would continue see to their girl's health no matter what it took.

"We will. No need to worry there, Doctor." Her father agreed, looking upon his child with pride briefly before turning back up to the doctor. "But, you're a unicorn you said a simple spell and now you can walk on clouds. Can't you use it on her, help her recover, help her wings develop?"

Goodsprings, looking humbled at Fluttershy's father's observation, shook his head regretfully.

"Me being a unicorn and knowing magic will not help this, as much as I wish it could." The old doctor sighed, rubbing his chin. "Unicorn magic can be useful for everyday things, but it doesn't provide doctor training or help for patients. Otherwise Equestria would be filled with healers and magicians, not doctors, nurses, scientists, trained ponies."

Fluttershy watched her Daddy nod his head, conceding to the unicorn begrudgingly. Once more, Goodsprings sighed and stood up stretching his tired bones out.

"I'm going to have to take my leave. I'll be back in a two days. I will arrange a consultation with Whooves." He told her parents, who nodded. "In the meantime," He added, looking directly to his little patient. "I have a homemade recipe to help build you enough strength so we can get you down to Canterlot. A nice big batch of chocolate chip cookies, made by my wife."

Goodsprings grinned as he noticed the perked look from the filly.

"What do you say, Mom? Should I go ahead and order that prescription for this one when I come back?" He simply inquired, glancing upwards to Fluttershy's mother. His expression playfully light despite his grave words only moments prior.

Fluttershy's eyes widened at the news. Quickly, she looked to her mother, looking for a positive reply. She would not beg, just gently nudged her momma in the right direction. Without any words, her mother simply nodded her head, earning a soft chuckle from the old doctor.

"Take care, Fluttershy. You're almost out of the woods. So to speak." Goodsprings spoke up, his hoof, touching against her forehead. With as much strength as the sick pony could manage, she smiled for him.

"Thank you, Doctor." She whispered. Slowly, she turned her head to her father and added. "Daddy, can you stay?"

Goodsprings shared a knowing look to the father and bowed his head respectfully. He would show himself out. As soon as the Doctor departed from the room and shut the door behind him, Her father trotted back towards his daughter's side, sitting next to her mother so close they were touching.

Before her father and mother, even Fluttershy knew it. She burst into tears. Tears that were held back by the lingering hope she held. She did not view herself as special, she did not have an unrealistic demand for her future. She wasn't begging to join The Wonderbolts or be some sort of pegasi acrobat. All she wanted was for a life being just like everyone else. That by itself would be in its own reward. A life of simple joys.

"Daddy, what if I can't fly? What am I gonna do?" She sobbed out, closing her eyes as she tried blink away the tears. "Where am I gonna live? Whose gonna be my friends?, Whose gonna want to be my friends? I'll be a weirdo forever. I-I'll be useless... You'll never have a proper child..."

Her parents did not comfort her at first. They simply blinked.

"We'd never have a proper child?" She heard her mother echo. Momma and Daddy shared a look and suddenly, unexpectedly. They snorted giggled at the concerned expressed by their foal.

"Fluttershy, we have the best child anyone could ever wish for. _You_." Her Daddy returned, his voice overincredulous at the display from his little filly. "Your mother and I will pack everything up and make our new home on the surface, We'll take you down there where you don't need wings for every day use. You can play with the rabbits, the mice and make many new friends."

"Friends who'll love you for you. Not what you have or don't have on your back." Her mother added, smile properly formed like the old days, as her hoof touched against her daughter.

Fluttershy simply stared at her enthusiastic father and reassuring mother, She closed her eyes briefly as she felt her Mom dab her eyes gently with a tissue.

"Y-You would?" She finally spoke, her voice uncertain. "But, but this is home. "

Her mother merely chuckled and shook his head, gently leaning against her husband.

"Home is where family is, not where a family resides my little filly." Her mother reminded her little filly, her hoof grazing her tearstained cheek tenderly. "Whether on the ground or in the sky. It doesn't matter. As long as you're with us, then we'll be blessed forever."

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The rest of the day was spent with her parents at her side. They talked about everything Fluttershy could do with her life even without the use of wings. From fashion design to wrestling bears as her father jokingly suggested, much to her mothers dismay. She learned at long last that her life wouldn't be fulfilled over something she could not control. It would be fulfilled by her own choices in life.

Later that night, as Fluttershy slept . The dream she had since she was old enough to remember was gone. The hope of being like everyone else was gone. It was gone and it never came back. Oddly enough, she wasn't upset over it as she sure she would have been. It may have been a death of a dream, she held so close to her heart, a dream she aspired to.

But in it's place was a new dream, filled with limitless potential.

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**It may seem like all is happy on the Fluttershy front, but, with child innocence, it usually disappears. In this case, for Fluttershy, it's unusually harsh. To the point where I have to break the golden rule.**

**Fluttershy must not suffer, nor cry.**

**Neither will this be a grimfic. Rarity and Fluttershy are close, best friends, eventual lovers.. Rarity is not going to turn Fluttershy into a dress, no matter how amusing it was.**

**OC: I don't like OC's, that randomly appear, unless the story is centered around them., but since it's primarily a focused on the mane six, Fluttershy and Rarity in particular. I'll use if absolutely necessary, but, I'm sure there are many blank slate pony's to choose from in the canon. I'd much sooner use them.**

**Finally. I'm sorry, but for now, I'm not touching Pinkie Pie nor Applejack and her family. They will make an appearance sooner rather then later, I just want to be able to write he characters as properly as I can muster, otherwise they'll suck and Pinkie Pie is easily my favorite pony. No screw ups allowed for her.**

**I'm nearly done the next chapter. Should post in a day or so. I really hope you enjoyed, kinda stepped out on a limb to write this. Usually the people who read my work like graphic Mass murder, violence and sex. To write this is... unthinkable to many, including my usual beta, who does not like MLP:FiM. This is unbetaed, well. Proofread to shit by me. Eventually he'll come around. They always do...**

**Anyways, thanks for your time, Thanks for the read. **

**And thanks for the review!**

**DarkDanny**


	2. Rarity's Clarity

**Thanks for the hits. Thanks for the couple alerts, I got. Hope this is to your liking :)**

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**Chapter One: Rarity's Clarity**

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_My precious Fluttershy, _

_Your Father and I have wonderful news. We just found out I'm pregnant!_

_I know that the last thing in the world you want to her is about your father and I still fooling around, but regardless, I hope you're excited. I remember just how much you wanted a sibling. I know it's very much belated, but it's finally happening! You're going to be a big sister! _

_There is something else, related to the child that I need to get off my back that you might be concerned about as well. Do not worry, I've hired the best physicians. We'll be monitoring this pregnancy very closely. If the same thing happens we'll know and treatment options are much more likely to succeed. What happened to you will not happen to this foal. Oh, I know how terrible it sounds, it's just something that has to be said._

_My Fluttershy, I hope you're alright, I hope you're maintaining your diet, exercise and medication. If I find you sick again, I'm going to be so upset. Your Father misses you most terribly, though is heartened by your vast collection of friends keeping you company now. He especially enjoys stories involving that Pinkie mare. I, however prefer the much more dignified Rarity. I would love to come down there and meet her. It's been so long since I've had an adequate conversation regarding the latest fashion. _

_I should wrap this up. Your father just got home and thinks I'm going to cook for him. Write back soon, we'll arrange a get together._

_All my love,_

_Mama. _

Fluttershy blinked. They were pregnant? She could hardly believe her ears, or, in her case, her eyes. Not once had she ever herd them pondering the possibility of having a new foal? Sure, mother and father weren't old by any means, but they weren't getting any younger. A new foal brought with its own new set of problems.

It would be only natural that Fluttershy found herself concern for her unborn sibling. She would never have wished the life she was forced to live on anyone else, not if she could help it. She hoped her mothers promises were true, that they would monitor their baby throughout its development. She did not want her mother and father to have to deal with, well, another one like her. Sick all the time, barely capable of flight, even before the accident. They deserved... well, they deserved so much better then they received.

They could hide it all they want, but despite their smiles and words, Fluttershy wasn't deaf nor dumb; She heard the fights, saw the tears, watched as her mother and father nearly fell apart trying to tend to her needs. She was an unspoken burden and she knew it.

Slowly, the pegasi sighed. Her pondering, no matter how negative they were still somewhat unblemished to the fact she was indeed happy for them to have a new chance at raising a little foal. Actually she had to admit, she was kinda excited at the prospects herself. Her mother was correct, Fluttershy had always wanted a sibling, especially as a filly. Siblings didn't judge what kind ailments their family had. Instead they loved and protected each other from anything and everyone.

_"Fluttershy, darling. Are you alright?"_

Fluttershy broke her thoughts away from the past and her letter in hand. She looked up her mane kicking up , causing a soft giggle to escape her best friend Rarity's lips. There were few things that made her best friend crack her posh, high strung composure, one of them happened to to be rattling the pegasus pony, harmlessly of course, but it was still enough to shock her.

"Oh, ummm, yes. I'm fine, Rarity. I was just day dreaming." Fluttershy spoke up, still fighting the blush on her face as she silently tucked the letter away into her towel.. "Spa day is much more relaxing then usual."

Rarity nodded, her laughter died as she nodded, agreeing with Fluttershy sympathetically.

"I completely understand." Rarity wholeheartedly agreed. "You would not even begin to understand just how much I have been looking forward to this. Come along, dear. Time for time step this up a notch."

Fluttershy nodded and sat up, following Rarity out of the steam room and towards the mud baths waiting for the two ponies. As they stepped into the chamber, they were immediately greeted by the owners of the spa, Two twin sisters by the name of Aloe and Lotus. Instead of returning their greeting as dramatically as Rarity had, she merely nodded her head respectfully and smiled uncertainly as she handed her towel over to Aloe, who was waiting to help her into the tube, like Lotus was for Rarity, who was already squealing as mud touched her hooves.

For somepony who insisted on these sorts of treatments, every week like clockwork, she still could make quite a fuss over getting dirty in mud. Rarity even had a system in place, where she would dip herself into the tub with as much grace and class as she could, as though she was showing off for no one except for her. Hooves, first would gently dip into the mud, barely making a ripple effect. From there, she slid gracefully into the tub, sighing dramatically as though she had a difficult life.

Still, Fluttershy smiled serenely, She had to admit... despite the fussiness, she found it rather adorable.

Blushing privately, Fluttershy sighed as she too took a seat into the tub, albeit with less concern then Rarity. She squinted her eyes as she raised her wings and stretched them out as she sunk into the tub relaxing. As always, well, as of recently, she would focus her attention away from the feelings buried away. She was naïve at times and very timid, but she wasn't unintelligent. She had no plans on ruining friendship over a silly, tiny, tiny, itty, bitty, extremely gut wrenching and near uncontrollable crush.

Yes. It was true. Fluttershy, the pegasi many assumed would rather tend to her animals then nurture a crush, was head over hooves for a unicorn that would never see her in the same light as Fluttershy did her. Rarity liked colts, especially well off ones... Rarity was normal. Fluttershy, as usual, wasn't. Nor was she well off, eliminating both chances she had.

She sighed and shook the impossible new dream in her head away from conscious thoughts. Dwelling on the impossible would only make her heart ache with that horrible dull thud she got whenever she heard her name called by Rarity.

"FLUTTERSHY! WHAT HAPPENED?"

Fluttershy _'eeped__'_ at the sudden cry of her name. That aforementioned ache was back.

"_...what?__"_ She managed to squeak out, her eyes wide and searching as she noticed Rarity's shocked expression. Rarity did not reply, instead she leaned over the tub to look at the strange markings hidden carefully under Fluttershy's beautifully managed wings. She saw them. After many years of being friends, Rarity had finally managed enough attention for her pegasi fried to notice her scars.

Oh, how Fluttershy wished he curl up into a ball and vanish from existence. Perhaps she could convince Twilight Sparkle to get Princess Celestia to banish her to the moon.

"Your wing, I.. I never noticed that before." Rarity finally returned, her voice still as shocked as Fluttershy's expression.

Fluttershy felt Rarity's hoof graze tenderly between feathers. She etched along the surgical scarring, touching the bumpy scar tissue nearly forgotten by the pegasi. Rarity leaned in closer, the beautiful unicorn now invading the rather nervous Fluttershy's personal space. She ignored the tingling, daring the girl to nuzzle against her best friend and instead, focused on forming words.

_"IT'S__ NOTHING..."_ Fluttershy squeaked out louder then she intended. Her pounding heart calming down inside her chest. "I mean...oh. um, I had an accident when I was little. It's nothing new. So, how is your business faring?"

Rarity closed her eyes and took a deep breath as she pulled back from Fluttershy to help the nervous friend relax. She nodded and was ready as usual to chat Fluttershy's ear off about her recent works. But... mid way through the word _'well,'_ Rarity paused and turned her attention back towards the pegasi laying next to her, a strange befuddled smile spread across her lips.

"Fluttershy, how often do we come on these spa days?" Rarity inquired in a casually dainty tone. "Every week, Am I right?"

Fluttershy tilted her head and, eventually, she nodded in confirmation.

"Right, And every week you sit there and patiently indulge my incessant babbling like I was dear sweet Pinkie Pie." The Unicorn continued, her words, only friendly joshing the absent _(Hopefully)_ Earth pony. They giggled lightly for a moment. Then, their eyes met.

"So...Tell me about it." Rarity urged Fluttershy on, her mouth forming a mysterious smile as she watched her friend squirm under the words. Fluttershy glanced away from the seductive eyes on her and turned back to her wings. She closed them back against her back. Hiding the old wounds once again.

"Like I said, Rarity. It's fine, there is no story. Besides, I'd much rather listen about your new clients." Fluttershy skillfully dodged. At long last turning back and smiling brightly at her curious friend.

Instead of falling for the bait, Rarity instead huffed and closed her eyes as she turned away from the question asked, as though she hadn't heard Fluttershy. Instead, Rarity leaned back into the tub and softly hummed to herself, like she was much more interested in that, than talking about her work, which was new for Fluttershy to witness. Rarity would usually never not discuss a new dress she was creating.

The pegasi sighed to herself. Rarity was right. She never talked about her life to any of her friends. She tried to keep conversations focused on others or current, when it came to her. Her past, her life before arriving to Ponyville was for her to dwell on. Perhaps... Perhaps telling someone wouldn't be all that bad. Especially Rarity. Rarity was her best friend. She would keep her past quiet, no matter how embarrassing it was to her.

"It was just a clumsy accident on my birthday when I was just a filly. " She softly admitted at long last, perking Rarity's interest enough to turn back the pegasi next to her.

She smiled brightly at first. quickly, it faded away as she noticed Fluttershy looking morose, distant. Her eyes looking at her outstretched, though Pretty and healthy looking from first glance, was in worse shape then Fluttershy would ever dare to admit to the Unicorn. Rarity nibbled her lip and carefully pushed out her hooves. Gently it fell onto Fluttershy's, hoping it did not startle the pegasi.

Well it did.

Fluttershy gasped and jumped slightly, spraying the mud bath content onto Rarity's clean face. Fluttershy's eyes widened a she watched Rarity blinked through the mud. Quickly she blurted out apology after apology while wiping mud out of Rarity's mane. By the with stroke through her Mane, Rarity sighed and took a hold of her best friends hoof.

"Fluttershy, It's alright, If you were any other pony, I would be upset." She assured her nervous friend. She paused and leaned in, her lips wide as she added. "Especially of it was that walking mess, Applejack. Somehow I just know she'd make it worse."

They shared a chuckle at their friend's tendency to get frustrated with Rarity's desire for a high standard in everything she approached. She was the antithesis to everything Rarity stood for. Though Fluttershy felt bad immediately for laughing afterwards, she decided, even Applejack would laugh. She was nice like that. Not afraid to be the flank of a joke. Fluttershy could admire the apple bucking Earth Pony on being able to do that by itself, let alone everything else she had ever done to help the almost useless pegasi.

She sighed and turned back to Rarity who had daintily coughed, clearly in order to get her attention. Fluttershy noticed the expression of humor wasn't there anymore, instead, she looked pensive, concerned. Most of all, she looked rather nervous.

"I don't mean to offend and feel free to ignore this." Rarity spoke up, her voice uncertain and as nervous as her expression. "but, why don't you like to fly? If I had your wings or Rainbow Dash's, I would be so thrilled."

Fluttershy quickly shook her head in a quick flash of denial.

"Oh no, Rarity. I like to fly." Fluttershy admitted, shooting her friend a confident smile, that she spent years training herself to do. "I just... Well... I can't fly well."

Instead of clearing the misunderstanding up, it only served to confuse the unicorn only more. Fluttershy looked away from her friend and focused intently at the mud.

"Darling, You have one of the most skilled flier's in Equestia as your friend." Rarity reminded Fluttershy, sounding almost amused at her friends seemingly lack of confidence. "Why not ask her for help? I'm more than certain Rainbow Dash would love to teach you."

Wincing as a wave of nostalgia rolled over her, Fluttershy turned away from question. It was a question pondered privately or publicly one time or another. Though, she knew she had reached her peak of ability by practicing o her own, she had indeed went to Rainbow Dash on occasion for a lesson or two in maintaining flight so she did not drop from the sky so often.

The lessons were a surprising success for her. She could maintain flight for a good while before she needed to land on cloud or surface. So, as her success became apparent, it was only natural for Rainbow Dash's ego to continue the training, to teach Fluttershy advanced flying, stuff barely achievable for a pegasi with strong wings. In Rainbow Dash's mind, she viewed Fluttershy as a blank slate, somepony who could help get her onto the Wonderbolts.

Well, that was the plan in the ambitious pegasus' mind. It took several bad spills, including a twisted wing before she managed to thank Dashie for her attempts and that she would be much more comfortable as Rainbow's cheering section instead.

"Rainbow Dash tried many times, mostly by her own choice." She admitted reluctantly to the unicorn. "It's nice she dedicated her time helping me. But, I just can't."

Rarity looked ready to argue the point, but a sudden sharp stare cut her off.

"No, Rarity, you don't understand!" She exclaimed before clutching her own mouth at just how loud she spoke. She exhaled and slowly recollected herself. As she did, She added. "I'm sorry, I just, can't. I'll never be able to fly as strong as others. Especially not like Rainbow Dash. I'm just... I'm useless, weak and helpless really. I have accepted it."

A strong silence fell down as Rarity looked away, confused by Fluttershy's self demanding protests. Why was she like this? Why was she always like this? Rarity and the rest of the girls knew just how strong Fluttershy was. She was, arguably, the strongest out of all of them. Why was she the only one who did not see it?

She was capable of doing anything. For Celestia's sake, Fluttershy had the fashion world eating out of the palm of her hoof for well over a month, she saved her best friends from being attacked by a dragon. Was she not capable of acknowledging that she was worth something?

What happened to her to make her so... _complacent_ with mediocrity?

"Fluttershy, dear." Rarity spoke slowly, her voice terse as she tried to keep her sympathy from overwhelming her sincerity. "You can do anything you want. Anything at all. Even learn to fly strong, even if you're scared, or feeling uncertain or... or whatever it is you think that is holding you back."

She smiled and paused, her hoof outstretched once again as she grazed and stroked through Fluttershy soft feathers and touched against bumpy, misshapen flesh. A strange shiver rocked through Fluttershy, one that Rarity noticed immediately. Briefly, her eyes widened, but relaxed. She would not bring the sensation she had noticed up. Not yet.

"They're just scars. Not chains." She added carefully as before.

Fluttershy's hoof hit against her face, smudging it with mud. Slowly, she shook her head. She looked like she was trying to suppress an uncharacteristic annoyance. Whether directed at Herself or Rarity, the unicorn wasn't sure. Regardless, Rarity's hoof still softly grazing through her feathers. The tension seemed to have relaxed. She could feel sweet Fluttershy, nudging into the impromptu wing massage.

"I.. I know I can do anything I want too. Nor am I scared, Rarity." She sighed, her eyes half closed as she focused on the gently touch. "I've never been able to fly properly. Not when I was was a filly or a mare. I'll never be able to fly properly. I- I'm... well I'm.."

She trailed off, as did Rarity, whose hoof stopped pushing between feathers. They shared a careful gaze, Fluttershy, a look of uncertainty splashed across her eyes. Rarity, on the other hand, a gentle expression of understanding, urging the girl along gently. With a hesitant glance over the unicorn, Fluttershy shyly sighed.

"I'm... kinda, slightly disabled..." She finally whispered, her voice lame as she tried to convey how little the words it meant to her.

Although her intention was to give the impression of how little it meant in her life, the words still managed to linger over the air. She sighed and smiled slightly sadly she noticed Rarity, usually cam ad demure stared widely in shock as though Fluttershy had a terminal illness. The pegasi watch silently as her best friend's eyes widened and slowly, begun to water as the implications of Fluttershy's revelation washed over her.

_"Disabled?"_ Rarity whispered in a shocked disbelief.

Fluttershy _'eeped'_ as she watched Rarity pull herself out of the tub, with the intentions of joining her friend.

She couldn't stomach telling Rarity to stay where she was. Instead she felt the mud pushed against her as Rarity sat down next to her in the same tub. She suddenly found herself enveloped into a tight hold around her neck and a nuzzle against her cheek. Fluttershy froze up for only a moment before she reached up and wrapped a leg around Rarity, earning a sudden choke and muffled sob.

Fluttershy closed her eyes and mentally berated herself. This was exactly why she was reluctant to explain herself to her friends. This exact reaction was not what she wanted, Like she was some... well, an impaired pegasi, useless because of a condition she never had a chance to ward off. Only a subject of pity and whispering behind her back. She needed to contain this before it got out of control.

"Only slightly, it's nothing serious... oh please don't look so upset, Rarity!" Fluttershy quickly explained, her eyes wide as she noticed just how terribly upset the unicorn looked. "There are many other pegasi worse then me. I can fly, on occasions, fast if I'm worried about a friend. It just took a lot more training then another pony, like Rainbow."

The words, no matter how much comfort it brought Fluttershy over the years, had very little effect on the much, much more dramatic unicorn.

"I know I will never be consistently fast or as strong as others." She pressed on, her delicate voice growing more desperate to control he situation before it got worse. "But, what I can do, I'm proud of it. It's the best I'll ever get. I'm... well at the top of my ability, and that counts for something to me."

Rarity's ears flattened against her head as she continued to nestle into the pegasi while absorbing Fluttershy's words. She looked so upset, but, it was a different sort of upset. She looked almost ashamed of herself. As though she was drowning in a guilt as heavy as the sea.

"Oh Fluttershy, I'm so sorry for my reaction, for me judging you." She finally blurted out, tears threatening to fall. "I feel like I overstepped my bound-."

Fluttershy' hoof pressed against the unicorn's mouth. They remained silent as Rarity slowly collected herself. All they could feel was the beating of hearts as their chests remain pressed together. As Rarity's threatening of tears slowly dried back up, Fluttershy pulled back, Her hoof sliding down and clutching her best friends shoulder.

"It's fine, Rarity. Everything will be just fine." Fluttershy assured Rarity's upset expression with a bright reassuring smile just for her. "I just... I would really like it if you kept this between us. I just don't want to tell anyone. Especially not Rainbow Dash. "Please don't argue the point, Rarity. You just wouldn't understand."

The unicorn sighed.

"Of course, I won't argue." Rarity reluctantly agreed. "But, for the record I'd like to think I do have some sort of understanding."

Batting her luscious eyelashes prettily, she added. "I mean, I understand you."

Fluttershy stumbled over herself inwardly as Rarity playfully tucked back Fluttershy; long gorgeously pink mane behind her ear, still on her lips was that charmingly devious smile just for her.

"Well... Well... you understand me because I'm not a very good pegasus." Fluttershy stuttered as she attempted to lighten the mood shared between the two mares.

It worked. Rarity laughed slightly, reminding Fluttershy of her mother, if only for a moment, washing away the fears and uncertainty with nothing more then kindness. Slowly, the element of generosity shook her head and looked back up into Fluttershy's gently searching eyes.

"You happen to be my favorite pegasus You are also my best friend, Fluttershy." Rarity quietly murmured, now almost pressed against her ear. "I think I know you much better then you know."

Such simple, elegantly spoken words expressed by Rarity brought Fluttershy's heart to a standstill. She could feel as Rarity's head relaxed into the side of her chest, her front hooves, wrapping protectively around her waist. Quietly, they did not speak as they simply enjoyed each others company for the rest of the spa date.

With an exception to her parents, Fluttershy never felt more loved then she had right at that moment. She did not know what this meant, whether it was a reminder of a love for their friendship or perhaps a first sign of something much deeper. Whatever it was between Rarity and herself, it was good enough for the happy young mare.

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**This is about as deep a the romance goes for the moment. One sided crush, potentially both. It's a fluffy story. I don't want it to get too convoluted. Again, I hope you liked, be sure to drop a review an alert. Hell, do it for any story. **

**I'll aim for a new chapter asap. If not, have a happy holidays!**


	3. A Confession Without Words

**Well, this chapter came out quicker then I had intended. Thanks for the alerts, the hits and now reviews!**

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**Chapter Two: A Confession Without Words**

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"Fluttershy, where exactly are you taking me?"

"Oh, it's just a quiet place. Somewhere I go when I feel like I need to relax on my own. I usually stay there without company."

"If you're taking me to quiet, private place, then why am I coming?"

"Because I_ want_ you to come with me.."

Rarity felt her cheeks heat up at how such words were spoken by Fluttershy, like it was the most obvious thing in the world to bring her along. She couldn't have felt more flattered by the unknowing pegasi.

The spa day's end did not separate the two, like it had usually did. Rarity, still feeling guilty from herself sort of chastising of her best friend had quietly decided to make today all about Fluttershy. It had now included this little trek out of Ponyville and into the woods. Rarity privately admitted this wasn't her idea of fun, dodging mud puddles, ducking and using magic to avoid tree branches and now, trapped in the forest while climbing up a hill.

Fluttershy on the other hand, seemed to know just exactly where she was going and moved more casually, taking the time to pause and say hello to the animals and even offer help as they passed by.

Watching her interact with animals, no matter how wild they were, was always a treat. It made Rarity appreciate the world around them, that everything had a place, not just ponykind. Perhaps, if she could ever convince the timid pegasus, she could get her to dress up for Nightmare Night as an adorable hippie.

Dodging yet another branch, She caught sight of Fluttershy, now several inches off the ground as she helped place a baby squirrel back with his mother and father. Slowly, Rarity smiled and fought a tree to get a bit closer, causing her to stumble and collapsed, thankfully, into a pile of leafs. She groaned and stood up, but not before noticing a flash falling way from Fluttershy's little satchel. It was a scroll, a letter. Quietly, she grabbed it with her magic and did her very best not to peek at it, despite her curiosity nearly getting the best of her.

"There you go, back and safe with daddy and momma, little sweetie! You gotta be more careful!" She heard Fluttershy trilled like a song bird as she carefully descended back to the forest floor below.

"I couldn't help notice you got a letter." Rarity called out, losing control of her curiosity and catching the pegasus' attention as she gracefully landed. Fluttershy turned back and noticed the rolled up letter, now suspended in midair by magic.

Fluttershy nodded, unfazed and accepted the letter back, carefully tucking it back away into her satchel once more.

"Oh... thank you. Yes. It's just my mother and her biweekly letter to me." Fluttershy confirmed, smiling as she thought of her mother. "She and Father want to come down from Cloudsdale as soon as she can. Which is fine by me, I really have been missing them both lately."

Rarity bit the urge to be envious of the pegasi and her close relationship with her parents. It was the only subject she could approach when it came to Fluttershy's past without any uncertainty in Fluttershy's voice. It was clear as Celestia's bright day that Fluttershy loved them with all her heart.

It was the sort of love Rarity wished she could have between her and her parents, who, as of late, were not nearly as close as they once were.

"She especially wants to meet you."

The unicorn looked up at the softly whispered into her ear, startled, her eyes meeting Fluttershy's beautifully cheerful cyan's. Fluttershy chuckled softly to herself and continued trotting along, leaving her best friend in a flurry of thoughts. Rarity shook her head, ginned slightly and caught up to best friend. She was surprised that the sweet mare managed to get the drop on her.

"S-Serenity wants to meet me?" Rarity finally managed to whisper back. Fluttershy nodded playfully.

"Oh yes, Rarity. My mother wasn't from Cloudsdale originally. She was born in the upper east end of of Manehatton." Fluttershy reminded her, smiling even brighter as Rarity's eyes lit up at the mere mention of something fashion oriented. "She's a high society type, even modeled for Andy Stalhol. She's a lot like you."

"A lot like me?" Rarity repeated. "It sounds as though you don't have your mother's personality then."

Fluttershy giggle softy and gestured to the edge of the forest at long last found by the two mares. It was about time they gotten out of this dreadful forest. Without any words, Fluttershy continued onwards with Rarity close at hand. The hill still continued upwards past the trees behind them. There was a scent on the air, rich, flavorful. familiar. Rarity paid it no mind until they reached the top of the hill. There standing alone was a single majestic apple tree, standing solo overlooking field after field of trees in the distant.

Rarity's mouth dropped open slightly. This was where Fluttershy would go?

More importantly, why hadn't they have just taken the road instead of through that forest. Rarity sighed and chalked up to Fluttershy's desire for a connection to nature in any form. Afterall, she would have had the chance to help the various animals they came across.

"This is Sweet Apple Acres, Fluttershy." She spoke obviously, gesturing to the distant barn. Fluttershy smiled shyly and nodded.

"I know. When I first started tending to animals, Applejack was one of the very first to come to me for help." Fluttershy explained as her gaze fell over the farm hidden by apple trees in full bloom. "Winona was just a little baby puppy and had gotten very ill from swallowing a whole chocolate cake Pinkie Pie had made. So I nursed her back to health."

Silence fell briefly as Rarity felt a dull pang in the pit of her stomach. She felt as those she was intruding on a private sanctuary, despite being invited along by the angelic-like Fluttershy, who stood there, clashing perfectly with the slowly setting sun. Rarity could imagine a display so beautiful in her life.

"Applejack tried to pay me for saving Winona, but I didn't feel right to accept money from a friend." Fluttershy said, shrugging as she trotted back towards Rarity. "So Applejack gave me this little hill as my own on the farm. She even took the time to transplant my very own apple tree." She added, gesturing to the lone apple tree planted on the hilltop.

She smiled faintly and looked upwards at it, an odd mixture of humility and pride written across her lips, in her eyes.

"She didn't have to do it, but she insisted, you know how stubborn Applejack becomes when she thinks she owes a debt to a friend." She reminded Rarity. "I'm very happy to have this place to myself, It was very thoughtful of her. Still, I feel bad, like I'm cutting into their livelihood, So whenever there are far too many apples for me to possibly eat, I handpick them and deliver them to Apple Acres."

Rarity simply stared at Fluttershy's words, her brow raised in amusement.

"I think you may be too sweet for your own good." Was all Rarity could manage to say. Fluttershy merely smiled through her brightly glowing blush, her lips mimicking that of Rarity's trademark smile.

"Anyways, No I'm not like her, my mom." Fluttershy spoke again, cutting back to the original conversation before they delved any deeper. "Thankfully not though, my poor Daddy said I get her looks and his personality. He's right about that. Mother can be very high maintenance at times."

Fluttershy paused and smirked slightly. To Rarity, the expression looked so strange on her.

"He always said, if he ever had two of her in his life, he would lose it and head back into Princess Celestia's service." She added. "At least there, no one would ask him if her flank was getting too big."

Rarity and Fluttershy shared a warm laugh at Fluttershy's poor father's expense. The poor pegasi stallion had his plate full when it came to live with Serenity Apex.

"Is that where you learned to be so unnaturally talented in sewing and design? From your mother?" Rarity teased, playing nudging against her friend. Fluttershy giggled again slightly and nodded her head bashfully.

"Yes. I showed an interest in fashion design briefly, so mother taught me." The mare explained as she flapped her wings and brought herself off the ground, she turned back briefly, adding quickly. "I was home schooled for a long time until I managed to show signs of flight once again."

Quietly, she gathered two large red delicious apples and gracefully descended, not noticing the admiring expression of her unicorn friend. She turned back and tossed one over to Rarity, who caught it with her magic.

Fluttershy took a seat down on the hill overlooking the Sweet Apple Acres farm, silently watching as Applejack and Big Macintosh were bucking ripe trees. Se turned to Rarity, who was standing still next to her, torn between joining her friend and not wanting to get her flank dirty.

"Come on Rarity, it's just dirt and grass. Join me, pleease?" The pegasi sing songed out lightly. It was all that was needed to convince Rarity to listen. She sighed and took a dignified seat next to her best friend, hoping not to stain her backside from the gross dirt. Fluttershy smiled brightly as Rarity grumbled softly to herself.

"Whatever I showed an interest in, my mother and father would educate it the best they could." She continued as she swallowed a bite of her apple. "The basics, naturally came first, such as reading, writing and math to special things anything I found interested. like fashion, charm lessons, cooking, tending to animals."

At the word _animals_, Rarity watched as Fluttershy smiled faintly to herself.

"When I showed an interest in animals, my father would often go to the surface to convince the song birds to come up so I could learn all about them." Fluttershy explained, sounding as distant as the expression written on her face. "Everything else that couldn't come up with him, there were books he'd buy by the armload. He taught me bits and pieces of how to bandage, even how to fight. They were the sorts of things he learned as a Royal Guard."

Suddenly Fluttershy laughed out loud and shook her head bashfully.

"Daddy said I would make a good bodyguard to Princess Celestia, can you imagine that? Me? Bodyguard?" She exclaimed, incredulous to the suggestion her daddy had made. Fluttershy sighed, amused at the thought. "Well, I believed I could be until I reached flight school..."

The smile that was splashed across her face died slowly, leaving Fluttershy so very lost looking. She bit her lip and inwardly jumped as Rarity's hoof wrapped around her best friend. Rarity didn't need any explanation from her, she figured the bullying out long ago.

"Saying you were loved by your parents is quite an understatement." Rarity whispered, gently gathering Fluttershy's attention back away from the bad thoughts. "You were the apple of their eyes."

Rarity glanced down at the apple, uneaten in her lap and added. "Bad pun, I know."

Her words brought the faintest of smiles back to Fluttershy's sweet lips. She looked back up and pushed her mane out of her line of sight to look at her friend unobstructed. Rarity sighed heavily and slid herself closer to Fluttershy, who watched her friend with a renewed interest.

Together they sat there, leaning inwards to one another. Rarity watched with great curiosity as Fluttershy battled with a fury of different emotions from the close proximity, Slowly, the beautiful pegasi bowed her head away from her and in that very moment, Rarity knew. She was no fool when it came to judging others emotions.

Fluttershy, her best friend since they met so many years ago, was in love with her.

No, that wasn't a overbloated interpretation made by someone self described as vain. The signs were all there and bright as day after today spent with her. For how long however, she was not entirely sure. Tonight she would go home and think long and hard about when the first signs showed up. When it all begun to take shape.

She could not lie to herself. There were times when she had thought about it. Her and Fluttershy together, she was always a bit of a matchmaker, pairing the ponies she knew together to see how it would end up regardless of gender. When it came to her and Fluttershy, she imagined an old soul taming Rarity's much younger and more fickle one. She knew that there would be no risk of falling out of love, if she found herself in the center of Fluttershy's gentle, heartwarming love.

Even as she thought about it now, she found herself tempted to lift Fluttershy's head and carefully press her lips against hers, if only to ease Fluttershy's tension over the subject not broached yet, to offer her the slimmest of hopes for an advancement in the friendship between the two. The only thing that was stopping her was herself and the unthinkable, unbearable guilt if she were to break Fluttershy's fragile heart.

Rarity knew the only thing that would destroy something as precious as a union with Fluttershy, would be herself. Any feeling she might have had for her, just had to be stronger. She needed to be one hundred percent certain about her emotions for Fluttershy's sake. A relationship with Fluttershy would mean a serious commitment. Most likely a permanent decision.

For now, she would rely on Fluttershy to make any sort of move. Which guaranteed her plenty of time to sort her feelings out, to help erase any linger doubts or concerns. It was lucky for her that Fluttershy wasn't known for being forward with her feelings, it would take some time before she worked the courage up to approach her. So, no, Rarity would give her friend time before either risked a friendship for a relationship. Maybe, if she was feeling up for a thrill, she could subtly spark something between the two.

Rarity smiled a devious inward smile. She had just the dress she could make in mind should such a seduction came to hand.

Her thoughts, however were cut off as she turned to look once more at Fluttershy. She seemed so lost in thoughts, so... upset. As gently as she could, Rarity nudged up along side her friend and tenderly wrapped her hoof around her. The touch instantly forced Fluttershy's attention back onto the unicorn.

The mare sat there, her eyes red and teary, leaving Rarity at a loss for words. Before she could form any words of comfort, she found the gentle heart pegasus pressed against her chest, here eyes hooded.

" 'Shy, darling. Was it something I said?" Rarity managed to get out as she quietly rubbed Fluttershy's spine up and down. Fluttershy shook her. her eyes looking upwards at her, looking adorably helpless to the unicorn.

"No, nothing you could ever say would hurt me. I was just thinking about your words, how I was loved by my parents. Well... I got lucky I suppose." She murmured lowly, her eyes dashed with tears threatening to escape. "Pegasus parents have been known to abandon disabled foals, even to this day."

Rarity's eyes widened as the words shocked her to her very core. pegasi parents would and have abandoned children just because they were incapable of something so trivial as flight? It was... unfathomable to a unicorn like Rarity. Was this the sort of difference Fluttershy had mentioned? That she wasn't as informed about the pegasus as she thought.

"I know it sounds bad, and it is, but, It's just something that's a rarely done but quietly accepted practice." Fluttershy quietly explained to the horror struck young unicorn, nestled at her side. "That's not to say they're left to die. their just tended to by the state."

She paused, trying not to appear upset, even though Rarity knew that was exactly what Fluttershy was feeling.

"My parents could have easily done so to me." The pegasi spoke again, feeling Rarity's hoof touched against her leg. "But they didn't, instead they... they bore the brunt of my burden."

Slowly, she sighed and glanced back up into Rarity's eyes.

"So... yes, Rarity. They're very important to me." Fluttershy sighed, now looking much more collected as she knew just the kind of support she had from her best friend "I mean, aren't yours?"

Her parents?

Rarity smiled slightly at the naïve little question. Were her parent's important to her? During her childhood? Yes. Did she still love them? Yes. Were they important to her now? Well... Not so much. Those words, no matter how bad they might sounded to even her, were the truth.

"My Mother and Father are important to me, but we're vastly different people." Rarity started to explain, finding herself nervous under the pegasi's inquiring gaze. "We just don't have a lot in common. That led to me living out on my own so early. I just... I did not have anything left to hold me to them once I was old enough to leave."

She watched as Fluttershy frowned slightly.

"Not even your sister?" She added carefully, as though worried she'd offend the unicorn. Rarity chuckled without any humor lacing the laugh and softly sighed.

"Sweetie Belle and I are close, of course, but like my mother and father, we're very different people." Rarity again stated. Smiling regretfully at her own words I love her, but I can't see her being anything like me. She'll move on and be something important. Like a doctor or a teacher. Not like me."

Rarity fell into a deep, thoughtful silence.

"My parents... they were never particularly excited over my choices." She admitted to her friend, smiling remorsefully.

She watched silently and slightly with pride as Fluttershy found the courage to lift her hoof and pressed it against the unicorn's arm tenderly. A simple display of support somehow managed to lift her spirit slightly.

"But they supported it, right?" The pegasus reminded her best friend, a gentle encouraging smile formed just for the unicorn. "Sometimes that's the best parents can do. It doesn't mean they aren't proud of you. You're still their baby filly, no matter you choose to do."

Hearing the words so tenderly spoken by Fluttershy brought a gentle misting to her eyes. Before Fluttershy knew it, Rarity's front hooves were wrapped tightly around Fluttershy's waist like a vice grip. Unashamed by her display of affection, she press her head under the nape of Fluttershy's neck.

Fluttershy, you always know the right thing to say to me." She managed to mumble deep into Fluttershy's neck.

She could feel the pegasus heat up from the affection Rarity held for her. Rarity quietly wondered what was going on inside Fluttershy right that moment. Fluttershy pulled back her legs drooping back to touch against the dirt. She looked up shyly and still found Rarity watching over her friend.

"My mother is pregnant." Fluttershy blurted suddenly, causing the tension between the two to break. Rarity's eyes widened and suddenly, she squealed in unmitigated jubilation.

Fluttershy was going to be a big sister? Oh this would be so perfect! Perhaps they could throw a huge foal shower for Fluttershy's mother. She could personally begin designing a baby wardrobe just for the little one! Perhaps she could teach Fluttershy how to handle an infant, though it wasn't much different then an animal albeit, much more fussy.

"Congratulations, Fluttershy!" Rarity finally managed to get out, hugging her friend once again. "Oh, I'm sooo excited for you, your parents must be so thrilled!"

Fluttershy nodded gravely.

"Yes. They are very thrilled." She heard Fluttershy stiffly return. Her voice clearly unhappy.

Rarity's thoughts about baby clothing and helping her best friend with a new little brother or sister subsided as soon as she heard the words and noticed the conflicted expression frozen across Fluttershy's face. She bit her lips as her hoof touched against Fluttershy's, forcing the mare away from that dark spot she could fall into and back towards her.

"What about you? How do you feel?" She whispered as Fluttershy shook away the demons of doubt. Fluttershy looked up to Rarity and shrugged softly.

"I'm very excited... and really worried." She admitted, half smiling, half nervous as she seemed to have been thinking about what could happen.

Rarity didn't need words to understand the concern Fluttershy had. All she had to do was gently reach up and grazed through the feathers of her wings and touched against the scars left behind from her disability from the surgery and rehabilitation that came from it. She moved in circles, gently relaxing the tense wings and the strange texture hidden by gorgeous feathers.

"I just... I just can't bare the thought of them having to do this all over again." She whispered, as though afraid that if she spoke louder, karma herself would hear it and make it so. "All the doctor trips, the disappointment, the foals disappointment. It's just..."

"Wrong that anyone is allowed to suffer so young." Rarity finished the remark for her, smiling sadly at Fluttershy's inability to find real happiness for such a joyous event. Fluttershy nodded vigorously and begun to bow her head away. Rarity rolled her eyes and leaned in, lifting Fluttershy's chin up. Their eyes met and she watched as the pegasi' cheeks heated up under the watchful gaze of Rarity.

"Fluttershy, they're going to have so much more help this time if that's the case." Rarity reminded her, gently pushing Fluttershy's mane away so she could look at her properly. "They'll have _you_ supporting them. You'll be there to add so much more love and support. You're a perfect example that life with something so life altering can still be a normal and happy life."

She watched as Fluttershy's eyes widened at her words.

"You think I live a normal life?" She whispered, as though she dared not believe her ears, as though needing assurance that her life was ordinary and unfettered by something like a disability. Rarity smiled and nodded comfortingly.

"Of course I do, Fluttershy..." Rarity cooed reassuringly. She paused, thought to herself then smiled and added. "Well, maybe with an exception to that frightening little stare you have. Seriously, you should get it checked out."

Rarity started to giggle and slowly, Fluttershy joined in, no longer looking upset. She looked as though a weight was finally lifted from her shoulders. Rarity allowed herself one last hoof running through Fluttershy's perfect hair before untangling herself off the pegasi and stood up.

"It's getting late." She reminded Fluttershy, gesturing the sun now setting, "we should get back to town before dark."

Fluttershy followed Rarity's eyes towards the setting sun. The smile slowly died on her face.

"Yes. I suppose you're right." Fluttershy reluctantly agreed. She too stood up from the grass. Rarity felt her heart cave as she noticed the expression on Fluttershy's face. She looked so alone, so lost from the words she had spoken, from breaking the bond.

Rarity wondered quietly. Was she some sort of first love to Fluttershy? Moody, didn't want to leave her company so abruptly. It was sort of adorable, but at the same time, it frightened her. If this was the case, then Fluttershy would be offering unconditional love over to Rarity for her very first time. It was a risk she never imagined Fluttershy would ever take. Would she even be able to accept it?

What a silly question. Of course she would.

There would be some provisions, however. Fluttershy would have to take her time. She did not want to destroy a friendship for a relationship. Rarity wanted both to survive. Fluttershy deserved both to survive. Just in case some unthinkable were to happen.

"_Rarity_?"

Rarity looked up at the calling of her name. There stood Fluttershy, timidly looking her over, a nervous smile just for the unicorn.

""W- Well... I really had a lot of fun today," Fluttershy stumbled over her words and her attempt to maintain them together on this hill for as long as possible. "Rarity. I really- I- I- I just wanted to, umm.."

Rarity tilted her head, smiling bashfully at the stuttering fuchsia maned beauty.

"_Yes?" _She encouraged, the single word rolling of her tongue, surprising the stuttering pony into a steadier frame of mind. She watched Fluttershy as she took a deep inhale and exhale, calming herself down.

"I just wanted to say thank you for listening to everything." The yellow pegasi spoke up, her voice much more brighter the it had been only moments before. before. "It's the first time I've been open about my issues with someone. I just... It just feels good to to get them off my chest."

As bright as her words had been, Rarity noticed as it faded away back into a melancholic gloominess.

"Well I'm... _glad,_ I could be of some service." Rarity returned, cheerful in hope of warming Fluttershy back up. "I want you to remember me whenever you feel like coming up here to hideaway from everything. I'm always at the Boutique. I promise you, We don't need spa trips in order for you to talk to me about what troubles you."

Fluttershy looked and smiled. Silently, she nodded at the offer.

Although she seemed okay with the idea, Rarity found herself doubting that Fluttershy would come to her willingly when she was feeling down or needing to talk as she had offered. She had this illusion created since she first learned she could not be like the other pegasi. Fluttershy did not want her friends to know if things were bothering it. She would accept help, but just the bare minimum. She did ask for more simply because she did not want to be looked down on.

She watched silently as Fluttershy's head glanced down the trail leading back to Ponyville. It seemed like she did not want to go back. Perhaps she thought the moment they returned, life would continue on as normal. That Rarity would forget everything and leave her best friend alone with her issues.

Well... Rarity's eyes were wide open now. Fluttershy now found herself with someone who gave a damn about her.

As she took in Fluttershy trudging along down the dirt road. Rarity smiled slightly to herself and followed her until she was side by side with the mopey pegasi. She knew just what she could do to lift her best friends spirits back up.

"You know what, Fluttershy? Today doesn't have to end quite yet just because the sun is setting." Rarity spoke up, catching Fluttershy's attention enough to make her pause and look at the unicorn thoughtfully. "We could go to your place, check on the animals and come along over to my place. We'll make dinner and you can spend the night and we'll hang out all tomorrow."

Rarity smiled enigmatically, her brow raising.

"Of course... that would mean wiping that dreadfully upset look off your pretty face." She teased her friend. Fluttershy blushed softly and shrugged in an attempt to continue looking casual.

"That... that would be nice." Fluttershy admitted finally, peering back up into Rarity's exotic eyes. "I would love to. Yes, I definitely have to put the animals in tonight and gather a couple things to bring along."

The unicorn squealed in overblown excitement and before Fluttershy had realized, Rarity's lips were pressed against the pegasus' cheek. Softly she planted a lingering kiss against soft, fuzzy skin. She pulled back slowly, smiling playfully as she took in Fluttershy's dumbstruck expression.

"This is gong to be absolutely splendid!" Rarity excitedly cried out to the near statue of her friend. "Come along, Fluttershy. I'll help. We can pick out baby names and talk about family, I could give you a manicure and we'll just have a good time!"

Rarity daintily wandered away, happy that this time Fluttershy chosen to follow the dirt path back to town, rather then the forest route, leaving behind the stunned girl to ponder just the kiss meant. It was just as Rarity intended. Fluttershy's hope were once more renewed with a single display of affection.

**...**

* * *

**...**

Fluttershy was in an excellent mood for the wandering back into Ponyville. She was playful and overjoyed as the two of them casually trotted back towards Fluttershy's cottage, chatting about everything and anything light, mixed with the occasional nudge in an apparent attempt at flirting with the unicorn. Rarity even caught the mare humming to herself. The sight of such sheer happiness exuding from the young mare warmed Rarity's heart. Somehow, it always made Fluttershy so much more beautiful.

It also made Rarity feel ugly in comparison.

Yes, there was another thing she found envy in other then Fluttershy's loving home life. It was Fluttershy's natural beauty. She didn't have a need for copious amounts of make up, she didn't spend an hour each day perfecting her mane. Fluttershy just woke up, combed her mane and that was all that was needed. She was perfect to look at without anything to accentuate her beauty.

Not like herself. Though Rarity did not think herself ugly, she still had a strict regiment in beauty care in order to maintain her look, one she did every single day. It made it paranoid to play rough like all her other friends. She just... she did not want to end looking frumpy like her mother as horrible as it was to think such a thing. Fluttershy, didn't have the vanity issues like Rarity had, partly from her father who was very down to earth.

Of course, being a near mirror image of her mother Serenity Apex, would have put aside any lingering doubts. That mare was gorgeous even having reached her mid to late thirties.

Rarity glanced over and caught Fluttershy, her eyes closed, her head bobbling back and forth and smiling brightly as trotted merrily along, her wings high and proud over her head as she hummed. Somehow, Fluttershy managed to find a way to make looking like a dork completely and utterly adorable.

"Something on your mind, dear?" Rarity decided to tease the pegasi. Fluttershy's wings collapsed as her face went tomato red as soon as she realized Rarity had been watching her every move. Rarity merely laughed and gently bumped her flank against Fluttershy's and stepped past her, as they entered the gated cottage.

"I-I'm going to put the animals to bed." Fluttershy managed to get out. "Could... you know... go and.. um."

"Make myself comfortable?" Rarity finished Fluttershy's stammering for her. Fluttershy smiled and nodded her head shyly as she tugged her key out of her satchel and handed it over. As Rarity took it, Silently, they shared a brief smile as they turned off to opposite directions.

Rarity felt her eyes drift unintentionally downwards and caught sight of Fluttershy's flank rolling away from her. She took a deep breath, did her best to forget it and turned to head inside Fluttershy's cute little cottage.

At least, she had planned to until she noticed the front door ajar.

Rarity frowned. Fluttershy never forgot to leave the door unlocked. She turned back and found Fluttershy returning back as quickly as she had left, her expression contorted into one of confusion.

"The animals are where they're suppose to be. They've even been fed." She whispered, confused and uncertain how to feel about this display of apparent kindness. She paused and noticed the door, still hinged open ominously. She looked to Rarity and immediately knew that it was not her who had opened the door. Rarity glanced at the nervous Fluttershy and stepped confidently in front of her friend.

As Rarity stepped towards the doorway, the door flew open wide, spooking the two mares.

"Hello Fluttershy, Oh hello Rarity!"

Fluttershy jumped and was promptly caught by Rarity, who held onto her best friend. She rounded back and glared at the speaker. It was none other then Twilight Sparkle, standing alone and smiling kindly at her friends. Though, Fluttershy's frightened expression softened into a slight smile, Rarity's glare remained defensive.

_"Twilight Sparkle! You nearly scared us half to death!"_ She chastised the unicorn savant. She did not feel the least bit guilty as Twilight Sparkle's ears drooped at the tone of anger rumbling from the fashion designer. Surprisingly, it was Fluttershy stepped forward and gave Rarity a smile, telling her everything was going to be alright. slowly, she turned back to the second unicorn and shared the same smile she had gave to Rarity.

"Oh, hello Twilight Sparkle. Sorry, you just gave us quite a scare." She reassured Twilight gently as a graceful swan. "By the way, thank you for feeding and putting the animals to bed. It was very thoughtful of you."

Twilight Sparkle shuffled nervously in place.

"No problem, Fluttershy, it was the least I could do for you."

Although Fluttershy looked unfazed and quite happy with the friendly gesture made by Twilight. Something about those choice of words made Rarity... uneasy. Twilight Sparkle wasn't exactly known for dropping by without needing something, major, or telling them all they had to fight or dragon or deal with some insane semi-god.

"Is something the matter, Twilight?" Rarity spoke on Fluttershy's behalf, arching her brow as she scrutinized her friend. Twilight looked from Fluttershy's gentle smile to Rarity's stare and then back to Fluttershy again.

"Kind of." Twilight Sparkle admitted to the two of her friends, sounding slightly nervous. "I was hoping you could do me a bit of a favor, Fluttershy."

Still smiling and quite possibly, still riding high from the kiss. Fluttershy nodded happily and said, "Of course I will help you in anyway, what do you need Twilight?"

Rarity reached out and bumped into Fluttershy, cause the pegasus to stumble slightly. Fluttershy turned back and noticed Rarity, her expression mixed with suspicion and weariness.

"Fluttershy, you mustn't be to quick to agree to anything and everything. You are allowed to say no once and a while." She warned the pegasi gently. There was no judgment in her voice, just a nervous concern for the loyal, without being her element of harmony, pegasus. Fluttershy smiled apologetically and shrugged her shoulders.

"Rarity, it's Twilight, our friend." Fluttershy reminded Rarity, smiling confident. "If she needs my help, I'll be happy to offer it."

Rarity sighed at her best friends complacent nature and bumped into once again, nuzzling her into a half hug.

Sharing one last lingering look before turning back to where Twilight was standing. Fluttershy and Rarity found that she was not standing there anymore. Instead, she had disappeared back inside and was heading into the the living room. Quietly, the two of them followed the second unicorn's lead and found themselves in for shocking, unexpected surprise.

_Princess Luna._

_Princess Luna standing in Fluttershy's living room._

_Princess Luna, standing in Fluttershy's living room and in the middle of a staring contest with Fluttershy's pet, Angel Bunny._

Rarity watched as Fluttershy went sheet white.

"Princess Luna. I believe you remember Fluttershy." Twilight spoke to the regal alicorn, who broke the contest and stood back up, standing tall and proud as she stared down at the frozen unicorn and pegasi. Slowly, Luna tilted her head respectfully.

"Fluttershy." Twilight Sparkle added, smiling the rigid Fluttershy, her voice confident. "I would like you to meet your new student, Princess Luna."

**...**

* * *

**...**

**Oh Twilight. Wait until you what Rarity is like angry. It. Is. ON. **

**So, yes, I said before that the extent of the relationship would be one sided. Well. It'll be more like 60/40. For now. Rarity serves as Fluttershy's defender, her confidence ad in a way, a teacher as as well. Rarity has a lot of work ahead of her. Poor girl.**

**I also want to address cultural difference between the Earth, Unicorn and Pegasus ponies races. I don't claim to have any special insight. it's all just my own thoughts. Abandoning disabled young, for instance, will be addressed once Fluttershy's father makes his appearance. **

**I've at long last found a name for Fluttershy's mother, Serenity Apex. Now I have to find one for her father.**

**Thanks for the read!**


	4. The First Leap

**Sorry for the wait. It wasn't that I stopped writing... Well it's because this chapter ended up being ten thousand words long. For anyone who knows my work. Ten thousand words is next to nothing considering I once averaged seventeen thousand a chapter, going as high as twenty three...**

**Enough. I want to thank the massive outpouring for the story. I hope to hear from more of you in the near future. Thanks :)**

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**...**

**Chapter Three: The First Leap**

**...**

The tension in the cottage was unbearable.

Fluttershy looked torn between horror and shock at Twilight Sparkle's blunt statement. Twilight , on the other hand, looked not bothered at just how bossy she had presented herself to be. Princess Luna remained silently, albeit she seemed less enthused by the idea than Twilight Sparkle had been. She seemed to have recognized that the Pegasus pony was clearly uncomfortable.

As for Rarity, all she could feel were the embers of rage flaring inside of her. How could Twilight Sparkle do this? Bring something so huge up like it was nothing all, then dump it onto Fluttershy so insensitively. She had just finally managed to get that sweet mare to open up and now Twilight's request. more like demand, was ruining everything!

"Twilight Sparkle," Rarity gritted between her teeth. "May I speak with you... _in private?_"

Twilight's silly look that spoke just how confident she was about her little arrangement died the moment she noticed Rarity glaring at her, barely restraining herself from shaking with anger that was ready to spill out over this major offense. Slowly, Twilight Sparkle nodded and stepped outside through the door Rarity was holding open. Rarity glanced over her shoulder and noticed Fluttershy, her eyes widened as she realized Rarity was going to leave her by herself with the Princess.

Rarity smiled guiltily, it was a silent apology to the mare. She too left, closing the door behind her. As soon as she saw Twilight Sparkle turn back and had the audacity to look slightly annoyed, her guilty look vanished and in under a second, her expression was nothing short of sheer rage. She stamped over to Twilight, attempting to loom over the younger unicorn.

"Don't you _**DARE** _use that look." She hissed sharply. "How dare you just up and spring this on Fluttershy? She's busy as it is without you guilting her into this!"

"I know, I know, Rarity!" Twilight cried out, sounding tired and upset at the display of rage. "Princess Luna accepted an invitation to the Canterlot Garden Party so Celestia referred her to me. But, honestly, I don't know a thing about it."

Rarity felt her lips curl into a sneer, her brow raised.

"So you went to the timid and easily pushed around Fluttershy and not me?" Rarity snorted disbelievingly. "You do realize that this is the sort of thing I just crave to do? what was the matter with coming to me? Did I have too much backbone so you went for an easier target?"

"No, Rarity!" She denied right away. "You're always busy with fulfilling your dress orders and I had heard that Fluttershy comes from the same sort of social circles Princess Luna will be mingling with. So I assumed she'd understand it better."

Rarity ignored what felt like a massive slap to the face. Yes. Fluttershy came from a much wealthier background then Rarity had. Though her father seemed like Fluttershy, one to reject parties in favor of friends and family, despite him being a successful business owner, her mother still had a high profile modeling career, that and her family lineage insured Serenity Apex was regularly invited to the high society gala's held in Canterlot.

Rarity's parents, on the other hoof, were vegetable farmers; just simple blue collared ponies that wanted their child to follow in their footsteps, or find a profession that was helpful to the world. They did not find Rarity's dreams of mingling with the rich and famous very admirable. But she wasn't like them.

"So you assumed she was her mother's mirror image? In case you did not realize. her social standing is something Fluttershy clearly doesn't choose to address" Rarity finally shot back, her voice steadily more angered at the other unicorn. "Now forget that you haven't given any forewarning to Fluttershy, who bends over backwards to us all each and every day. The fact that you assume she'll do it is even more offensive."

Twilight looked red to argue but Rarity flat out ignored it.

"You took advantage of her inability to say no to her friends." Rarity huffed, jabbing Twilight's chest with her hoof. "Even if it's something she may not want to do."

Twilight Sparkle looked upset, seriously upset. Her eyes were misting over as she felt the pressure of Rarity's anger become to heavy for her to hold back anymore. Still, she retained her composure, even if Rarity knew it was only a front keeping her from collapsing altogether.

"I-I didn't mean it to cause problems." The younger mare whispered, her voice shaking uncontrollable.

"You may not have meant it, but you did regardless and you and I know that you have done it before to her." Rarity continued as haughtily as before, not caring that Twilight's ears had fallen. "You didn't even give her a choice. You did not even allow her the illusion of a choice. What kind of friend corners another with something that may not be suited for her?"

Rarity fell silent as she simply watched as Twilight fell apart. She did not cry out but tears did flow and she quickly ducked her head away, ashamed of her emotions getting the better of her. It was only then did Rarity managed to relax her anger and allow a trickling of guilt wash over her.

"I'm sorry, Twilight Sparkle, but it had to be said." Rarity spoke again, this time, but softer then before. "I think you better write to Princess Celestia about what you learned today about friendship. How you can't just thrust a responsibility onto another pony."

Twilight nodded, her head still bowed away, still shamed by Rarity's savage berating. She dried her still watering eyes in vain.

"Rarity, please don't be mad at Twilight Sparkle." She heard a timid voice call out from behind her. "It was a surprise, but I guess I'll do it."

Rarity whipped her head back to find that Fluttershy had been listening, a nervous little smile on that pretty face of hers. She appeared completely mesmerized by the sight of the unicorns arguing. Rarity sighed and pushed past Twilight to rejoin Fluttershy.

"Fluttershy, I'm mad because you weren't even consulted." Rarity reminded her friend, a reassuring look for the girl in front of her, "She did you one small good deed then sprung something on you that' you're clearly have no interest in. It's essentially entrapment."

With one more smile for the yellow mare, Rarity turned back and gave the stinkeye to the offending Twilight Sparkle, who had enough sense in her savant, yet, socially stupid mind to look remorseful of her actions.

"Twilight Sparkle had no right to do this, no matter how needed it was. _Right Twilight Sparkle?"_ Rarity challenged the unicorn to defy her in anyway.

Twilight Sparkle dried her eyes one last time, looked between the two in front of her and slowly, she nodded her head, conceding to Rarity's point.

"Rarity is right, Fluttershy. I'm so, so sorry for assuming you were okay with all of this." Twilight apologized, looking past Rarity and into Fluttershy's eyes. "I should have asked your permission long before we came over."

Fluttershy gazed back at the younger unicorn. Slowly, shyly, she stepped forward, past Rarity with the briefest of glances. She closed the gap between the her and the teary eyed Twilight. Fluttershy softly sighed and leaned in, nestling Twilight Sparkle with a hug that surprised both the unicorns, especially Rarity who fought the sudden inexplicable urge to break the two up.

"Twilight, Could I get back with you on the answer?" Was Fluttershy's simple request as she tugged herself back, her voice low and timid. "I... I'm honestly not certain. I just want to think about it. Is that okay?"

Twilight nodded, looking relieved at the pegasi's semi-interest.

"Of course you can, Fluttershy." Twilight agreed. "Thank you for even bothering to considering it. I'm really am sorry about all of this."

Fluttershy merely shrugged.

"Oh... it's fine." " Fluttershy waved off. "I just, yes. I just need to think about it. I'll give you an answer soon, okay?"

With one last falsely confident smile, Fluttershy turned and wandered past Rarity, gently grazing against her friend as she stepped back inside of her cottage. Leaving Rarity behind with offending Twilight Sparkle. Though her anger was no longer as harsh as it had been before. It was still simmering under her facade of being cool and collected.

"You do realize she's going to say yes just to make you happy." Rarity broke the silence left by the pegasi, her voice stiff. "Congratulations, Twilight Sparkle. It seems you've gotten your charm teacher."

With that said, Rarity haughtily huffed, and trotted inside the cottage, closing the door behind her. She not notice the hurt expression written on Twilight Sparkle's face.

...

* * *

...

"Fluttershy?" Rarity called out to the room at large. "Fluttershy, where are you?"

She quietly hoped Fluttershy wasn't upset She knew Fluttershy didn't like to see her friends fighting over something foolish. Especially when the fighting was centered around her. She was so sensitive about it. She didn't want strife to occur because of something she did.

It wouldn't have been the first time that Fluttershy had gotten upset over her friends fighting. Applejack and her had a silent truce after a particularly bad row, when Applejack had Fluttershy working with her farm animals during Fluttershy and Rarity's spa time. It had upset Fluttershy so much, that she asked Pinkie Pie to tend to her animals while she spent a four days with her parents. It was so bad, Rarity and Applejack actually thought she was gone for good.

When she came back, red eyed and groggy from spending 4 days in her mothers and father's hooves crying, the two rival mares decided then and there that they would respect each other a bit more, at least whenever Fluttershy was around.

"I believe she is in her bedroom."

Rarity's head snapped back at the powerfully spoken words and found Princess Luna looking directly at her. There was something in her eyes. Rough and perhaps even bitter. It gave Rarity, the usually social butterfly a momentary chill and a wish to not be in the same room as a princess so different from her sister, Princess Celestia.

"Rarity, is it not?" Luna queried softly. Well, softer then she had before. Rarity nodded respectfully at the mention of her name.

"Yes, your highness. my name is Rarity." Rarity curtsied as she had practiced. "It's an honor to meet you at last."

Princess Luna merely smiled and turned away, facing a picture frame on Fluttershy's coffee table. It was one of all of the girls. Twilight Sparkle, Rainbow Dash, Pinkie Pie, whose face was contorted into a look of surprise, Applejack, who was laughing at Pinkie and there, standing next to her was Fluttershy, a demure smile, one so similar to that of her mother Serenity who wore it in many of her fashion shoots.

"She's very fond of you, you realize."

Rarity looked up sharply and caught Princess Luna staring at her interrogatively. A ghost of a smile appeared across the Princess's expression.

"Call it royal intuition." She simply spoke to Rarity's look of surprise. After controlling her surprise, Rarity couldn't help herself, she softly laughed at the observation.

"Yes, your Highness, I'm quite aware of her feelings for me." She managed to speak up after fighting off the likelihood of blushing. "I only know figured it out. It's quite obvious. It's almost funny how well she hid it up until today."

Princess Luna nodded.

"Yes, it's funny how love can be discovered by the right conversation." The Princess agreed, a strangely crooked smile for the much younger unicorn. "I trust you will be gentle on her. But, By that look you have, I imagine the feelings are somewhat mutual?"

It was Rarity's turn to nod.

"Then I think it is up to you to make a first move." Luna replied, watching Rarity very closely. "She's isolated and clearly feeling alone; She's been damaged in ways I don't think you can comprehend without her telling you. She'll never make a first move without you at the very least prodding her into opening her thoughts to a friend."

"I'm trying to get her to open up on her own first." Rarity returned, earning yet another odd look.

"Which is very admirable, however, if you don't take a leap first, she won't feel safe enough to do it herself and then two of you will dance around this issue and what you have together will never be explored." She explained, smiling still. "Let her grow to be confident in your care, rather then on her own."

As Rarity thought of what she was advised to do. Luna fell silent as the sound of soft steps approached the living room. Around the corner appeared Fluttershy, a saddlebag packed and a worried smile for the two of them as she uncertainly stepped back towards the Princess and the fashion designer.

"Miss Fluttershy. I apologize if this was an intrusion on your life." Princess Luna spoke to the timid pegasi, understanding laced into her voice. "Twilight Sparkle had good intentions, but executed this rather... abruptly..."

Fluttershy, though still unnerved by being addressed by the enigmatic princess, managed to nod her head.

"I just... I'm still thinking about it, your highness. I'm so sorry." Fluttershy spoke up, fining the courage to finally look the princess in the eyes. "I will make a decision soon. Rarity is right." She admitted, looking back to the unicorn next to her. "I'm too quick to say yes to everything."

Princess Luna nodded, glanced over to Rarity, whom had swollen with pride for Fluttershy standing up and chosen not to be forced into something so quickly. Princess Luna turned back to the Fluttershy, who appeared now somewhat more comfortable with the royal presence.

"You are lucky to have a friend such as Rarity, Fluttershy." The Princess observed, "She loves you very much. Always remember that."

Fluttershy glanced at Rarity.

"I know she does." Fluttershy quietly admitted, still looking to the unicorn. "I... I love her too."

With a lingering satisfied look, focused on Rarity, who appeared completely surprised at Fluttershy's statement, she decided to make her leave and rejoin Twilight. Princess Luna bowed her head to the two best friends, and departed their company, leaving Fluttershy and Rarity alone once again. One softly blushing at her own words, the other surprised.

"I'm sorry that this happened, all this fighting, Fluttershy." Rarity finally spoke up as she watched Fluttershy dig through her fridge. "I'm rather... defensive about rudeness as you may have noticed."

Fluttershy turned back, in her hooves a single carrot, most likely for Angel Bunny and an assortment of glass bottles. She tenderly set the bottles down on the table, inadvertently in front of Rarity and turned to hand the carrot down to Angel before she finally looked back up to Rarity and smiled faintly.

"It's alright, Rarity." Fluttershy promised her. "It's just that, I've never had anypony other the my parents, wholeheartedly stand up for me."

Rarity flat out laughed.

"What?" Rarity grinned and taunted playfully. "Never had a coltfriend to watch your back when you were younger?"

Fluttershy's cheeks blushed violently as she adamantly shook her head at Rarity's attempt at teasing. Though meant to be lighthearted. It did not stop Rarity from feeling slightly bad as she remembered just how lonely Fluttershy's childhood seemed.

"Applejack has watched out for me on occasion, but she never stopped Twilight Sparkle in her tracks before. Not like you." Fluttershy stated, still slightly bashful. There was however, a hint of something else in her voice that Rarity detected. It sounded like longing.

Rarity smiled slightly. She was glad that despite Twilight Sparkles buzzkill, Fluttershy was still an open book when it came to her.

"I'll happily keeping do so if that's what you want."

Fluttershy nodded, smiling brightly as she had underneath her very own apple tree overlooking Sweet Apple Acres. They shared a chuckle and fell silent. Rarity, still smiling gently glanced back down and noticed the bottles in front of her. She wondered silently if it had to do with her disorder. She had said it was contained, did she have it contained by medication?

A throat cleared, interrupting her pondering about the drugs and looked up to see Fluttershy clearly knowing exactly what the unicorn was thinking.

"I got really sick when I was a filly. Sicker then I usually got when I was young." Fluttershy attempted to explain away as though it was no big deal to her at all. "It permanently impaired my immune system. If I don't keep taking these, I could catch a cold and end up with the flu."

Rarity felt the trickling of pity returning to her but violently suppressed the urge to humiliate the girl any further then she had this morning. In stead she smiled slightly and nodded her head very curtly. It was the only reaction she could give without bursting into tears and hugging the life out of her best friend.

Celestia, she was an emotional wreck today.

Fluttershy retreated away from the table and back to the cupboard, rummaging through it. As quickly as she turned, she was back, this time with two more bottles of pills she noticed Rarity still mesmerized by the bottles in front of her. She sighed and set down the pills, causing Rarity to look away and up into Fluttershy's face. She smiled slightly a her best friend and stepped closer to Rarity, her eyes darting between the medication and and the unicorn.

"_Rarity?" _

Rarity tore her gaze away and noticed Fluttershy staring at her. A look of faint annoyance and definite embarrassment was stemming from sight of Rarity looking at her bottles of medication. Slowly she sighed and smiled slightly. A fake smile, one that told the world she was okay, despite all evidence pointing in the opposite direction.

"Can we not talk medical things? I'll talk about anything else. I just... I don't want to go into any more details about this tonight." Fluttershy requested, her voice nervous, as though she was worried of Rarity's reaction. "Tonight is suppose to be fun. Between this request from Princess Luna and talking about all my problems... well, the sleepover'll stop being fun."

The pegasus smiled slightly and looked down to her hoofs.

"I don't want that to happen." She finished, glancing upwards yet again.

"Of course Fluttershy, neither do I." Rarity promised, standing up from her seat. "We'll dwell on the serious stuff another time. Are you all packed and ready to go?""

Fluttershy glanced around, scanning her kitchen as though she was doing a mental double check.

"Yes I am, Rarity." Fluttershy finally replied, as she packed her medication into her saddlebag. She looked up and gestured to the small bunny sitting at her hooves. "You don't mind if I bring along angel, do you?" She added, a hopeful grin on her face.

Rarity, unable to say no to such a sweet sight, nodded.

"Of course I don't mind, I'm sure him and Opalescence will get along famously." Rarity predicted radiantly, as she followed Fluttershy and Angel Bunny out of the cottage.

**...**

* * *

**...**

As it turned out, Opalescence and Angel Bunny didn't get along.

It took a good twenty minutes before Fluttershy and Rarity could somewhat contain the fighting between the two animals. However, Every time it quieted down and Opal fell into his typical apathy, Angel Bunny would sneak on the frilly cat and stamp on his foot or bite on his tale, forcing the fight to be back on and the cycle repeated.

Much more often, Rarity found herself constantly having to forgive the ever apologizing Fluttershy who looked taken aback by her rabbits rude behavior. As she had explained a good nine times, It wasn't Fluttershy's fault that the animals were acting like animals.

Rarity smiled to herself as Opalescence bowed under Fluttershy's words much, much easier then Angel had. Angel seemed born with a rebellious streak in him. Poor Fluttershy could barely keep the rambunctious bunny under control. Though, he was a loyal friend. On occasions it seemed as though he was Fluttershy's backbone.

She went back to tossing the green salad she had just started at Fluttershy's insistence. It was better to have at least one of them focused on cooking while the other tended to the animals. So, it was only natural who did what. Or so it would seem to be. The poor girl, she was having a terrible time dealing with them-.

"_Angel Bunny, you will calm down this instant, or else Mama is going to be very, VERY upset with you!"_

Rarity froze at the tone that erupted from the living room. It was so raw, seductive and commanding. Rarity only ever heard such words spoken like that when they went to clear that dreadful dragon from the mountains. Rarity set he bowl down and trotted quickly to the living room and found Fluttershy standing tall and poised like a supermodel. Her eyes baring into the frozen in fear bunny staring helplessly back.

Oh my, it... it was_ the look._

_The look._ It could dominate weaker minds or those who did not expect it. Fluttershy usually only applied it to animals most of the time. Once, however, Rarity could have sworn Fluttershy used it on Pinkie Pie and it actually worked, forcing the random pony into silent submission. No one believed her theory however. No one except Fluttershy, who thought she had and felt so bad afterwards, she allowed Pinkamena to throw her a huge birthday party, much, much, bigger than the pegasi ever wanted before or since.

Fluttershy turned away, breaking the stare with the now pacified bunny she found herself looking into Rarity eyes, who was slightly tilting her head. Fluttershy, looking like she had been caught stealing from a cookie jar, backed away and ducked her head, clearly embarrassed by her actions, despite having no need to be.

"_Mama?"_ was all Rarity had to say to turn that yellow pony beet red in the face. Silently she shook with laughter as she watched the poor thing spit and sputter out at least a half a dozen of words that did not make a lick of sense.

"Oh, I'm sorry." Fluttershy finally managed to say, yet again it was an apology. "I... I sometimes lose control of my words when I get... you know... _this way."_

With a shake of her head, Rarity could only laugh as she turned her back from the pegasi and went back to preparing their dinner. Very privately, she fantasized what being under Fluttershy's dominating stare would feel like. Yes. it was a naughty thought. But a mare was allowed go think about these things on her own time.

And totally work up plan for it to happen.

...

* * *

...

It didn't take long for her to get Angel cuddled up as snug as a bug and Opalescence finally relaxed enough to fall back to sleep. Fluttershy sighed and took a seat on the floor. Her head was spinning as the after effects of the stare became more and more pronounced.

Slowly, she rubbed her head as she felt her routine headache coming back to her. A minor symptom of the stress from the near random occurrence of magic popping up in her daily life.

Yes. Magic in a pegasus pony.

No, she wasn't full on magic like Rarity or Twilight by any stretch of the imagination. It was just a small side effects of accepting so much magic oriented blood in her. Unicorn blood had an affinity for warding off infection during surgery as a child. Between the prolonged use and just how receptive she was to the bolstering of her immune system, that it had altered the very way her blood was produced.

Having no outlet for magic to be used, it would, on occasion seep out through something as simple as a stare or the way she spoke, or if adrenaline was pumping, then her flying would be enhanced for a short while. On occasion it was useful, but more often then not, it had grown to become a pain in the flank. Though, she was grateful to those who had donated. She would likely not have made it through her surgeries without it.

"Fluttershy, I need an extra pair of hooves in the kitchen, are you interested in _helping me?"_

Fluttershy quietly gulped as the seductively posh tone Rarity had perfected was like music to her ears. this was certainly another thing that got her blood flowing and sparking the magic in her. With a smile and one last glance back to the pacified angel, Fluttershy nodded to herself and stepped lightly away to rejoin Rarity in the kitchen.

As she reached the kitchen, She smiled faintly and leaned in the doorway, watching Rarity for a moment. She was humming softly, on her face were her red, horn rimmed glasses. She looked so focused, like the stir fry she was in the middle of cooking had been an art form.

Against her will and, on a rare occurrence, allowing her curiously to get the better of her. She felt her eyes drop their focus downwards, silently watching as Rarity's tail flick up and down, back and forth. Over and over again the cycle was repeated.

It was so... _hypnotic_.

She could feel as the heat rose to the edges of her cheeks as her mind was lingering on thoughts less then pure. It was something, like being curious, was rather rare for her to devote any time too. She thought about sex. By Celestia, it was all she could think about, much to her mortified embarrassment.

"Tell me, Fluttershy." She heard the objects of her desire call out. "Are you going to watch me all night? or may I going to get some help?"

It took a moment for the pegasi to find her voice. Her mouth was too dry thanks to her... thoughts. thoughts of the two of them in a large, warm bed. Rarity, draped in blankets and batting her eyelashes, quietly requesting for Fluttershy to hold her close during a chilly winter's night.

"_Fluttershy_?"

Fluttershy looked up and noticed Rarity peering over her glasses, almost amused at her friends inability to speak. Gaining a moment of confidence, slowly she stepped forward, joining the amused Rarity's side as she looked into the saucepan.

"Oh... um, sorry, Rarity." Fluttershy stammered, quietly searching for an excuse. "I. I was just thinking about Sweetie Belle. I... should we make more? Just in case?"

Rarity merely giggled and turned away.

"Sweetie Belle?" Rarity repeated, placing a bowl of raw fruits in need of peeling slicing in front of her friend. "'Shy, daring, Sweetie Belle is over at Apple Bloom. Besides, she's spending tomorrow with my mother and father."

Fluttershy nodded weakly and took a hold of the knife. She was fighting off her blush and feeling very ashamed and slightly stupid for such a lame excuse. All because of her stupidly silly, impossible thoughts.

As Fluttershy berated herself inwardly, Rarity seemed to have noticed and carefully, she sideways bumped her friend teasingly.

"I thought I was clear that we would have the day all to ourselves?" She reminded Fluttershy tenderly as always.

Fluttershy again nodded and quietly went back to cutting up and peeling the apples in front of her wordlessly, leaving Rarity simply staring at pegasi.

I don't know what I want to do with this teaching the Princess." Fluttershy spoke up, breaking the silence and a promise that she would not broach the subject that would require serious thought.

Rarity shrugged.

"I think you should do what feels right to you." She advised, trying not to take any stance, but failing miserably as she thought about strangling the life out of Twilight Sparkle for coming to Fluttershy with such a hefty demand.

"But what if both choices feel right to me. On one hoof, I-I really think helping Twilight is the best route. I don't want her to be disappointed because I said no to her." Fluttershy spilled out, sounding somewhat upset. "On the other, I know she's not Nightmare Moon, but, I still feel out of place helping her. I have some background in what she needs, but that doesn't qualify me as a go to pony. I could definitely help Twilight Sparkle find a better choice. Perhaps I could direct her up to my mothe-.

Rarity's hoof shot out and pinned softly against Fluttershy's mouth. Silencing the worked up, rambling mare almost immediately. She lean i, gently hugging the Pegasus pony until she hung limply in her legs. Fluttershy needed to understand, she needed to realize that life wasn't meant to be lived like this.

Yes, it was good to be generous with your time. She was the Element of generosity afterall, being generous was something she knew. But despite the title, even she knew there was a limit to ones own generosity. Not like Fluttershy, who would help anyone and anything, even if she was clearly uncomfortable and turning a simple yes or no into a undecided rant.

"Fluttershy, sometimes it's okay to just say no and be done with it." Rarity spoke gently, puling her hoof off of Fluttershy's mouth.

Fluttershy thought about the words spoken by the unicorn, slowly, she frowned and looked back up to meet Rarity's eyes.

"But... that's not very kind." She observed.

"Fluttershy, that's all you've ever been to everyone. Kind." Rarity reminded her, a little rougher then she meant. When she noticed Fluttershy had flinched, She softened her tone, adding. "Look at you, Fluttershy my dear. You've just worked yourself into a frenzy over this. Have you ever stopped and thought about what you would like?"

Fluttershy thought about it briefly, very briefly. In under a half a minute, Fluttershy looked back up and shook her head, embarrassed.

I-I don't know what I would like." The pegasi admitted modestly. "I... mean, other then my animals to have long healthy lives, my friends will stay friends forever, That my parent's will never stop loving one another... that my future baby sibling is healthier and has a much better childhood then I did."

Rarity could feel a blood vessel burst in her brain.

"Fluttershy, those are things you care for unselfishly." Rarity argued exasperated by the selfless pegasi. "What. Do. You. Want? All on your own, something that was yours and yours alone."

Fluttershy swallowed, her eyes darting from the pan of vegetable stir fry in front of her to Rarity's inquisitive eyes. She looked so torn apart, conflicted internally.

"I'm... not sure if I can answer that question, Rarity. Please. I'm sorry... I just.. I don't know." Fluttershy stuttered, almost cracking under Rarity's interrogation. She smiled, clear faked and said. "I'm happy as it is. I... I don't need anything else."

But she did. Without any words, it was clear as day to Rarity that Fluttershy had Rarity's name on the tip of her tongue. Rarity looked ready to facehoof in sheer frustration from Fluttershy's indecision. She steadied herself and took solace that at lest the girl clearly had a suppress desire to tell exactly what was on her mind. It would just take more time before Fluttershy was comfortable enough to share.

"Well, the moment you figure it out,you come straight to me and tell me." Rarity demanded sharply, her eyes narrowing over Fluttershy. "I'll help you get whatever you want. So long as it's for you and you alone. Okay?"

Fluttershy nodded at the unicorn, strangely happy, despite the interrogation and fell silent. This however, only lasted for a matter of moments, before the pegasi found herself speaking yet again.

"Rarity?" Fluttershy called out softly.

The calling of her name caught the unicorn's attention. She turned away from the saucepan pan now simmering back to Fluttershy, remaining unnaturally silent. Fluttershy cleared her throat. Hoping that her question wouldn't get her into much trouble

"Why didn't you manage to get together with Prince Blueblood?" She inquired as delicately as she could be. Rarity's brow raised high yet again at the mention of her doomed prospect.

"Mostly because he was a pompous, ego driven maniac with no regards to others." Rarity huffed, she looked angry at even the mere mention of the prince. Fluttershy, though never wanting to see her friend angry, did find the reaction very endearing.

"Of course, there were... _old resentments_." Rarity sighed, sadly frowning to her best friend. "Self doubts. I suppose I didn't want anything t do with him in part of his attitude and in part of my own uncertainties. Perhaps a very tiny piece of me felt. I did not feel I was worthy of him."

Fluttershy widened her eyes at the remark. Rarity had self doubt issues? Besides Applejack and Rainbow Dash, Rarity was the most confident pony she knew!

"This may be hard to believe, but I don't exactly view myself as particularly pretty." Rarity admitted as she dished the two of them a plate each. She looked and back to Fluttershy, adding. "Not compared to others in my field, Fleur-de-Lis, or your mother, Serenity... or, well, certainly not like you."

Though Fluttershy had no clue just was this Fleur-de-Lis was, presumably a model who Rarity idolized. The moment Rarity mentioned her and her mother Fluttershy shook her head head. Why would Rarity believe that? She was quite possibly the prettiest mare she knew.

"Well that's flat out wrong, Rarity and you know it." Fluttershy chastised the unicorn thoroughly. "You're...well... you're very beautiful."

For the first time that evening, It was Rarity's turn to blush furiously. She was as red as a rose. It reminded her of how her mother would react whenever her father made a less then chaste remark about her. After a good long moment, Rarity looked back up, chuckling softly, despite her embarrassment.

"If it was anyone else saying it, I would not believe them." Rarity admitted, simply staring at the girl in front of her. Fluttershy tilted her head and smiled at the remark, for the first time, she hadn't gone red at tender words spoken by the unicorn.

But, just because the moment was perfect, didn't mean it was going to last.

"I-I don't mean to offend you about the Prince, but.. but do you only fall for rich, well off stallions?" Fluttershy blurted out, completely wrecking the sweet mood between the two, without Fluttershy even realizing it.

The question garnered the pegasi a severe glare from Rarity, who looked away immediately, red with anger. To say she was somewhat annoyed by the frankness of the remark was an understatement. Rarity sighed and decided to spare Fluttershy her anger. The poor mare didn't need her yelling.

"I have a soft spot for fantasies, stallions such as the prince, that sort of thing. " Rarity stiffly admitted as she finished garnishing the two plates. "But I'm attracted to being loved. There's nothing like being held in protective arms, knowing that there is someone there to be there, no matter what. Someone you can share your fears, your secrets..."

Rarity trailed off and looked up to Fluttershy, who looked like a lost puppy as she tenderly held her eyes onto Rarity's. Rarity sighed, she couldn't stay mad at her forever..

"That's what I really want." Rarity concluded, glancing away from the pegasi. "Real, visible love."

Fluttershy nodded. She looked unsatisfied with the answer however.

"No matter the gender?" Fluttershy suddenly found herself asking, despite herself not meaning to say such a thing.

Rarity blinked, tilted her head and smiled slightly to her, catching the mare off guard.

"No matter the gender. Now let's eat" Rarity assured\ her with the slightest of nods and handed a plate of stir fry to Fluttershy's awaiting hoof.

Fluttershy nodded. As Rarity turned away, she smiled. Perhaps all was not lost.

**...**

* * *

**...**

Dinner was a lot of fun, Rarity had to admit. Fluttershy, for the most part, seemed to have placed her concerns over the Princess Luna predicament on the back burner. Instead they talked about everything else going on in their lives. Rarity even found herself interested in the many tales of Fluttershy's work. It was surprisingly interesting to her.

They talked about the good things in their past. Special moments with family, they reminisced about their first days as friends. Rarity even found herself admitting that Fluttershy was the first of their group of friends she had made. If it hadn't been for Fluttershy, she would have never been introduced to Applejack, who introduced them to Pinkie Pie. And then came along Rainbow Dash who was a friend of Pinkie Pie.

For Rarity and Fluttershy, It took a much longer time for either of them to be her friend. Rarity simply didn't like her because Fluttershy was very distrustful of the rainbow toned pegasi. The reasons behind Fluttershy's lack of trust in Rainbow Dash didn't become evident until now. Rainbow Dash, it seemed, participated in bullying the timid mare in front of her.

It wasn't all the time, as Dear, sweet, forgiving Fluttershy was quick to point out. On occasion Rainbow Dash did stand up for her, but it was because Fluttershy was a clumsy mare who really shouldn't have been in flight school to begin with.

They were Rainbow Dash's words. Not Fluttershy's.

As Rainbow Dash's words so casually quoted by Fluttershy, had made Rarity suppress a huff. She was seriously considering giving Rainbow a piece of her mind. This time, she would not hold back like she had done with Twilight Sparkle. Even if her offenses happened years before they even knew each other.

As the conversation faltered and died, lingering the bad thoughts back again. Fluttershy stood up and collected Rarity's plate, taking it back into the kitchen. She returned with two bowls of the fruit Salad she made. She smiled and took a seat next to Rarity, who shuffled over and bent down, pulling up bottle of creamy moisturizer from off the coffee table.

Rarity turned slightly, facing Fluttershy properly, Dabbing her hoof, she gently worked the facial cream against the pegasus' gentle cheekbones in slow circles.

"Did she ever apologize?" Rarity inquired as she made her circular rotations larger and larger. Fluttershy, whose eyes were closed, Shrugged slightly.

"Oh, well, You know Dashie." She attempted to explain away, using Pinkie Pie's cute nickname. "She's not very good with saying sorry. But I think she feels bad. She tolerates my... _behavior_, and she tries to make me a better flier, which is a very nice thought."

Rarity bit her lip and nodded, willing herself not to argue with the girl. She did not want to cause another argument. She wanted to be a supporter. Not a nagging mother type. She would end up an exact copy of her own mother. Something Rarity avowed never to allow herself to become.

Quietly she watched Fluttershy's mouth formed into an O as she felt Rarity's hoof, gently rubbing facial cream against her skin until there was no where else to put it. She seemed of... pleased at the affection, no matter how inane it was. It was like childlike wonder to the pegasi, making it all the more endearing.

Rarity idly chit chatted about her most recent exploits in the fashion world as they relaxed, nibbled on the fruit salad and continued trading stories. For nearly an hour she spoke as Fluttershy absorbed every word without speaking. It wasn't until Fluttershy covered her eyes with her cucumber slices that Fluttershy managed to find her tongue and asked a question that surprised the both of them.

"Rarity, it seems that fantasies haven't worked out well. Have you ever thought about... I don't know... finding love locally?" She whispered like the gentle breathing of the wind.

Rarity's eyebrow arched sharply at the remark, Where did this come from? Since when did Fluttershy make such a bold observation? Perhaps it was her lacking sight that made her feel braver then she was in actuality.

"Locally?" Rarity finally repeated disbelievingly at Fluttershy's daring. "Do you mean among our friends?" She saw Fluttershy nod, so she added. "Well... Pinkie Pie is a lot of fun, free spirited."

She watched, surprised as Fluttershy stiffened at the mention of the Earth pony.

"She's very nice and a lot of fun..." Fluttershy admitted, smiling as though it hadn't affected her. "But you don't really have a lot in common with her, She will be a lot of fun but you might get tired of everything she may do."

Rarity looked over the sightless pegasi, admiring her beauty without being caught. She sighed and nudged Fluttershy, earning the sweetest little yelp she had ever heard.

"I suppose you're right, though her parties are fun, they tend to occur whenever she feels like it. There is Rainbow Dash." Rarity mused, grinning to herself. "Dash is pretty in a tomcolt sort of way. She can be easily refined if I wanted to take the time to do so."

Yet again, Fluttershy nodded submissively. This time, it was bothering the unicorn.

"Yes... but she doesn't exactly have any interest in what you do." Fluttershy reminded her. "She would much rather nap in the clouds then be a model for you."

This was starting to annoy her.

"What about dear, sweet, Twilight Sparkle?" Rarity pressed on, her eyelids fluttering softly. "With an exception to this evening, Twilight Sparkle is respectful, somewhat cultured, friends in high places, and she's quite beautiful."

Fluttershy yet again, nodded, just as shyly as before.

"She's the youngest of our friends and devoted to her studies." She quietly pointed out to the unicorn. "There is a good chance Twilight could turn what you two could have into another lesson about friendship, rather then be fully there for you."

Fluttershy turned away to set fresh cucumbers into her eyes. It was enough time for Rarity to glare and at the girl. Why was she being so silly? Subjecting herself to the torture of Rarity thinking about their friends merits and not even show the slightest signs of jealousy. if it had been the other way around, Rarity would be looking for a fight.

"Yes, Twilight does keep her head a little too deep into the books." Rarity finally spoke up as Fluttershy rejoined her. She sighed inwardly and continued on. She would see if she could make this girl blink.

She glanced over, and before Fluttershy knew it, Rarity was leaning against her, using her shoulder as as a pillow. Fluttershy tightened up for a moment, but slowly relaxed into her knew position.

"How about the opposite of me?" Rarity pressed on. "Applejack, though uncouth and very work oriented, has an unrelenting loyalty to her family and her friends well being. She would be almost perfect if she did not reject everything I do because it's not important to her..."

This time Fluttershy didn't react, didn't speak or agree, she was barely breathing. She simply sat there. There was something in the way bowed her head. Rarity, in a moment of daring, reached up and pulled the cucumbers from the pegasi' eyes. Still, her head was downcast, still she was unwilling to look up and meet her friends gaze.

"Fluttershy, please look at me." The unicorn requested in a gentle whisper. With little resistance, Rarity's hoof lifted Fluttershy's chin up. bringing her to look into Rarity's eyes.

Suddenly it made sense the moment she say the defiant jealousy in her eyes that she hid behind her cucumber slices. She looked so upset, so heartbroken. The unicorn smiled softly, hoping it would sooth her friend.

"Then there's you, Fluttershy." Rarity dared to whisper, a mischievous smile present as she watched Fluttershy's eyes widened while she sputtered to herself. Rarity slid even closer, tilting her head to get a reading of the pegasi. She looked looked curious at what Rarity had to say about her.

"We're best friends, we share common interests. Both of us are exceptionally beautiful and easily the most interesting of our friends" Rarity listed off, still smiling as she watched Fluttershy at long last giggle. "Could you imagine the two of us together? We would be..."

"_Perfect_..." Fluttershy whispered, completing Rarity's thoughts perfectly. Rarity nodded and grinned sweetly as she noticed the pegasi at long last finally was finally relaxing.

It was in that moment, Princess Luna's came back to her They couldn't dance around the issue, or else they would keep dancing and never end up anywhere. She had to make a first move. She had to up the ante.

She had to tell her.

"All joking aside, now. To be honest, I do have a... kind of an interest in one close to me already." Rarity admitted, watching as Fluttershy's face tightened up in surprise and a sense of loss.

Rarity smiled and to reassure the mare next to her, she placed the hoof on Fluttershy's.

"She's smart, kind, loyal, clever, stronger than any pony I know." Rarity listed off, unable to blink as she stared into Fluttershy's soft, almost glowing eyes. "Somehow, she has managed turned empathy into an art form. She challenges me to be my best and never lets me feel as though I have a flaw worth crying over. She can make me laugh, cry or smile with the simplest of looks."

She smiled shyly as she felt Fluttershy's courage build up. Slowly, she inched closer and closer. Her expression shocked by the words spoken. Rarity, still somewhat smiling, briefly ran a hoof through Fluttershy's perfect mane one single time, before she pulled back, a frown replacing her smile.

"But something in her life left her thinking she was second class to everyone else because of something beyond her control." Rarity spoke again. Less enthusiastic and much more devoid of emotion. "She let the fools bully her into submission, allowed herself to live in fear of her own actions. She thinks she needs to apologize for every minor misstep she could make. She berates and belittles and puts down herself time and time again."

A snort, uncharacteristic to Rarity blew out her nose as she slowly, shook her head.

"It's so painful to watch her hide herself, Fluttershy." Rarity spoke up, her voice shaky and filled with barely suppressed pain. "Sometimes, I just want to grab her by the shoulders and tell her she's perfect as it is, to me at the very least, no matter her problems. I... I wish she could understand that."

Rarity paused, unable to find words to continue. She could feel Fluttershy next to, still staring, still unsure whether to cry or acknowledge the words. Why couldn't the pegasi speak? Why couldn't she just understand that these weren't hollow words someone else. They were for her! Just as she clearly wanted them to be!

She sighed and allowed her saddened smile to return. Perhaps the Princess was right. Perhaps this was going to be harder then she thought. Rarity leaned in, her lips dangerously close to Fluttershy's.

"I would very much like to love this mare." She admitted, touching 'Shy's cheek. "But she needs to learn to love herself before I can tell her how I feel."

Their lips, close to one another, pulled back slowly, reluctantly. Rarity merely smiled enigmatically as she gently peeled the moisturizer mask away from he skin and stood up from her seat on the couch looming over the lounging pegasi next to her, who looked and lost shocked as she absorbed the words spoken by the unicorn.

"I think it's time for bed for me, I'm feeling rather exhausted." Rarity whispered, a small regretful smile present for the pegasi. Fluttershy nodded, disheartened and only very slightly frustrated.

Before Fluttershy knew it, a hoof was pressed up against her cheek and softly, it ran through her long, flowing mane once again. She looked up and smiled prettily to the unicorn gently comforting her. She sighed, somewhat contented by her best friends affection. Rarity still stood over her. She could quite literally do anything and Fluttershy would have not have stopped. In fact, Rarity had the distinct impression that she would have been just fine with this moment heating up.

Well, it wouldn't.

Not yet, anyways.

"Sweetie Belle's room is ready for you to take Fluttershy, a nice bed, warm, like a safety blanket, something I imagine, you're use to taking right away." She whispered softly her hoof still rolling softly over Fluttershy's perfectly toned skin.

"Or... if you're feeling bold this evening. You could join me... All you need to do is _knock._" Rarity lazily suggested, watching excitedly as Fluttershy's eyes popped out of her head by the mere suggestion.

Without anymore words and only one last departing smile, Rarity let go of the mare and turned back, stepping lightly to her room. Fluttershy, it seemed, had quite a lot to debate about.

**...**

* * *

**...**

Fluttershy bit her lip. Hard.

It took a long time to overcome the struggle between what was appropriate and what felt right. Ultimately, Fluttershy found herself passing by Sweetie Belle's room and stepping uncertainly further down the hallway. Down to Rarity's room. Despite choosing the risk over the safe route, she still found herself struggling with her choice.

She wasn't use to this sort of thing. Romance in general. Romantic thoughts so open to someone she felt something for. She never thought Rarity would ever say the things she did, that she could feel the same way if only Fluttershy took the risk. She never viewed herself as anything special. The most she knew of these sorts of feelings were what her parents had explained, or the glimpses she caught of other couples.

That wasn't to say she was frigid, otherwise the feelings she had for Rarity would never have existed. She was more... inexperienced. Like other things that could cause her trouble, Fluttershy would quickly suppress and forget. It was just... easier.

Now, she was over her head and unsure of where to go from here. Fluttershy was in the deep end with a unicorn much, much more bolder then she. A unicorn that wasn't shy about how she felt for others over the many years they knew each other. Nor was she shy over her very revealing conversation only half an hour ago.

Strange how a single revealing conversation could drastically and permanently alter a relationship.

When she reached her moment of truth and found herself standing outside of Rarity's room, she stopped moving and simply stood there, wondering what fate, and more importantly, Rarity had in store for her. Slowly, she turned her head back to look at the open door containing Sweetie Belle's room. It was warm and inviting... It was safe.

Fluttershy closed her eyes.

_Tonight, she didn't want to be safe._

Tentatively, the pegasus knocked on Rarity's bedroom door and glanced around, as though worried she as being watched. She wasn't and she knew it. For two lingering minutes, Fluttershy had to wait before finally, the doorknob clicked and was pushed open for her, revealing a dimly lit room.

Slowly Fluttershy entered, taking the details in. The many vases of flowers, sketches of Rarity's work scattered loosely around. It was an organized mess, Rarity had once told her. And there, standing there simply looking at Fluttershy, was Rarity herself, draped in a beautiful silk sleeping robe, a gentle smile on her face for the pegasi.

She watched, unable to speak as the unicorn approached her, gliding past her with only millimeter's to spare, allowing her soft silk robe to graze achingly against her skin. Fluttershy sighed softly and only managed to notice the click of the door as Rarity closed it behind her. The sound of footsteps approached and stopped next to her.

With barely any force needed, Fluttershy felt Rarity's hooves reach up and press carefully against her back, sliding tenderly along her spine, causing every nerve in Fluttershy' body to jolt and shiver and conform to Rarity's every demand. Her demand was for her to turn and face the unicorn eye to eye.

Rarity tilted her head, her hooves stepping closer to her and closed the small gap between them. She looked like she was debating her movements, almost second guessing. At least it had seemed that way until Rarity's hoof reached up and slowly grazed through Fluttershy's hair and pressed up against her cheek, stroking the tender flesh like it had been delicate glass.

"I'm about to do something big for us, this is my leap of faith." Rarity whispered into the delicate pegasus' ear. "For now, I don't want you to take anything from this other then these two intentions."

She pulled back, her nose nuzzling against Fluttershy, teasing her into a soft, moaning whimper as she faintly absorbed the words whispered, her eyes closed. Fluttershy, her mind numb, her voice unable to answer, simply nodded and reopened her eyes once more, finding Rarity centimeters away from her lips.

"First, this is a reward." She continued, her voice raw as she stepped forward and forced Fluttershy to fall back. "You've taken a huge risk simply be stepping up and knocking on my door. This is a first step in your own leap of faith."

Rarity bent her head and gently nuzzled herself against Fluttershy's neck.

"You have no idea how proud I am of you, Fluttershy." She added, pulling away to look at the pegasi once more. her expression matching her words. Pride shone through her smile, through her eyes, even the tip of her horn gently glowed, illuminating the room and its two inhabitants.

Fluttershy's throat, dry and raspy, at long last managed to find words.

"What's the second?" She managed to dare herself to ask. Rarity merely smiled, her gentle breathing tickled against Fluttershy.

"Encouragement." Rarity simply stated. "An encouragement to keep taking risks, opening that heart of yours to dangers you have tried to hide away from. To find some confidence in yourself. Because I know you have it."

And, with that said, Rarity kissed her.

Fluttershy stiffened only momentarily as she felt perfect lips gently pressed against hers. She was quite right to be shocked. This was, after all, her first kiss and without anything reference it to, she froze, unsure of what to do for a brief moment until that little voice in the back of her head kicked in. It was her desires, long dismissed or ignored by Fluttershy's much control ability to self deny.

_KISS HER BACK, YOU FOOLISH MARE! _It screamed at her, finally cracking through her long suppressed urges.

So, Fluttershy obliged that rarely listened to little voice. Throwing caution into the wind, she kissed back, surprising Rarity with the force and the passion, dammed for so long, at last broken and spilling out for just the unicorn. She nearly jumped as she felt her legs bash against the edge of the bed, but relaxed as she felt her nearly bone dry mouth open slightly as Rarity deepened the kiss.

Before either of them knew it, Rarity and Fluttershy fell, tumbling onto the bed int a fit of giggles and butterfly kisses, spreading from forehead to neck. As Fluttershy slid across the bed to rest on one of the softest pillow's Fluttershy ever laid on. Rarity covered the two of them in her sleeping robe, her hooves snaking around the pegasi' waist as she leaned into reignite the passion to a boiling point.

Somehow, Fluttershy managed to react accordingly as she felt the tip of Rarity's tongue touching against hers. Together they danced, relaxing Fluttershy at long last, enough to allow her wings to spread wide out on the bed. She closed her for only a moment as her hooves rubbed up and down Rarity's spine.

In that moment of blissful unawareness, Rarity retracted from the kiss, her hoof sliding up to rub against Fluttershy's cheek affectionately.

"I think that was more than enough for one night." She whispered into Fluttershy's ear teasingly. unable to find her voice to express, just how much she disagreed with Rarity's assessment, Fluttershy simply sighed and nodded, very very reluctant.

Rarity smirked softly and allowed her hooves slowly slid all along Fluttershy's wingspan. She watched, amused as Fluttershy shivered and ruffled her feathers as Rarity's hooves dragged slowly along the scar tissue hidden. It was the third time in that day that she allowed another living soul to see them since she first had gotten them, let alone touch them. Each time growing more and more bolder.

The first time was a curiosity, the second time, unintended, the third time was a flat out deliberate attempt at making the pegasus hot and flustered from the attention. Well, it was working, the blood was flowing, making them twitch and flap despite being pinned under a pretty unicorn. As Fluttershy twitched restlessly under her, Rarity leaned, her lips inches away from Fluttershy's, almost easing her. slowly and with great worry, Fluttershy leaned up and pressed a single kiss against Rarity's lips. She pulled back and smiled slightly.

"Good night, Rarity." She finally whispered, resting herself into the pillow. Slowly, Fluttershy closed her eyes, her last sight of Rarity awake was the look of pride coursing through the unicorn's expression.

**...**

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**...**

Although Fluttershy was the first to close her eyes, It was Rarity who was the first to sleep.

Later that night as Rarity used Fluttershy's body as a pony pillow. Fluttershy didn't dare herself to move. The sight of her best friend was just too adorable to ruin. She listened carefully as she Rarity faintly breathed into Fluttershy's chest, as though she had been the unicorn's security. What amused the pegasus pony the most was that there appeared to be a little smirk, permanently etched onto her face from tonight's events.

As easy as it may have been for Rarity to slumber so easy, it wasn't for her. Fluttershy, on the other hand, was unable to get to sleep. Something she did not mind at he moment, despite knowing she needed a full nights seep, if only for her health. Her mind was swimming in a new found optimism and the passions she had been apart of that left her lips tingling and wanting more from the gorgeous Unicorn nestled on her.

In that moment, all of her fears, her doubts, washed away as easily as Rarity said they could if she just opened herself up to the chance of life shared with someone else.

She smiled faintly as she felt the angel on her unconsciously nuzzled herself into the nape of Fluttershy's neck, shifting her mane to cover Rarity's face completely. Fluttershy, her heart soaring as high and as strong as she did once upon a time in her dreams, couldn't help herself. She leaned over and with as much tenderness as she held for the most fragile of animals, she brushed the mane, revealing the soft, feminine peaceful expression once more.

Then, after regathering enough of her fleeting courage, Fluttershy carefully leaned in and pressed her lips against Rarity's creamy white forehead. She lingered for only a moment as she felt Rarity squirm on her before pulling back, her face hot even if Rarity was deep in her dreams.

She sighed closed her eyes, content that today went better then she could ever possibly imagine. Although she was not certain what the future held for them both. There was one inescapable fact. This wasn't a dream, she would wake up tomorrow and Rarity would still be her side.

For once, Fluttershy found herself completely comfortable with that knowledge.

**...**

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**...**

**Down here I'll address a couple things**

**Fluttershy's 'Magic': It just a minor detail, I promise. Fluttershy isn't the great and powerful Trixie by any means. I'll explore it later once it's necessary.  
**

**Rainbow Dash: I'm not going to be bashing her. Through her I'll be exploring Fluttershy's past and and start laying the groundwork to how, different pony species have different cultures and thought processes.**

**Rarity's reward; Honestly this was last minute. My plot, though is still sticking to the primary plot I written out, will be always be flowing with what I feel is right. If I stuck to the original plot points, Princess Luna would be a spoiled obtuse brat, not a princess with problems, not unfamiliar to King George IV, except without the stammering issue. So anyways no, this doesn't mean their together. It's Fluttershy having her eyes opened by Rarity.**

**Thanks for listening and thanks for the read!**


	5. Rarity's Parents

**Yay for new chapter! I'm going to aim for a new chapter a week or less from now on. Flarity writing is much more fun then the other stuff I do.**

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**...**

**Chapter Four: Rarity's Parents**

**...  
**

_"Ya know, I don' see why couldn't Scootaloo come help us.."_

_"Maybe 'cause Scootaloo and waking Rarity up does not mix. I get in trouble for doing it very, very carefully. Scootaloo will be as blunt as a rock. Then you'll get to see exactly what an angry disturbed Rarity looks like."_

Sweetie Belle watched as Apple Bloom widened her eyes as she put some serious thought into Rarity having her beauty sleep disturbed.

She quietly turned her thoughts back to Rarity. Last night, Rarity had sent mom and dad a letter explaining that she would be unable to attend the fifth annual family get together. Where Rarity and the Family would reunite for the day. It wasn't anything special. It was a little bit corny and a lot of fun and featured a lot of eating.

Usually, Rarity would indulge these gatherings with as much patience as she could muster, though it seemed to Sweetie Belle that Rarity had been getting more and more annoyed by it. Like it had been cutting into her hectic life.

So it came as no surprise to Sweetie Belle that her parents were surprised by the letter and very upset. So upset that they picked her, Scootaloo and Apple Bloom up from Sweet Apple Acres and were now sitting patiently in Rarity's kitchen, simply waiting for their daughter to rise from her sleep.

She stopped as she reached a closed door Shooting a grin at Apple Bloom, she carefully opened the door with her magic. Hoping beyond hope of not making the door squeak. They were greeted by darkness, only a few rays broke through the cracks of the blinds and touched against the floor.

Together the friends tiptoed into the room and immediately as their eyes adjusted to the lack of light, something felt very... off. There was a single mass in the center of the room. Large, at least twice the size of Rarity. She Frowned and looked over to Apple Bloom who was scratching her head in confusion.

"_Um, Sweetie Belle."_ She looked over and whispered. _"Did Rarity gain weight or sumthing?"_

Sweetie Belle closed her eyes and hoped to Celestia that Rarity hadn't heard her friends remark. Instead she shushed her and stepped around the bed. It became apparent that Rarity hadn't exploded in an overnight weight gang. There were two ponies in the bed a tangle of soft white skin and gently soothing yellow intermingled with one another. Somewhere in there, a wing was stuck out; feather blowing as the draft of the open door coursed through them.

The filly's mouth open as it became apparent to her. Nestled tightly against her big sister was none other then that sweet pegasi, Fluttershy.

The gentle spoken and sometimes timid Pegasus twitched softly in her sleep, a smile on her face as she breathed softly into Rarity's bedraggled hair. Rarity grunted unladylike and undisturbed by the blowing. Instead she shuffled tighter against her best friend. Sweetie Belle's eyes widened at the odd sight of them so close together. Apple Bloom was just as speechless as Sweetie Belle, though she seemed less shocked and much more happy about it.

Sweetie Belle had to admit. This was easily the happiest she'd seen her sister in a long time. Lately she seemed so prissy and uptight about just about everything. Perhaps Fluttershy, who was much more sensitive was making Rarity understand the errors of her ways. I would be nice, perhaps then Rarity would stop blowing off the family get together.

Quietly she watched as Fluttershy's wings outstretched, wrapping almost protectively around her sister. She smiled to herself, blissfully unaware of last nights events.

Sweetie Belle was smiling until she heard Apple Bloom almost explode with laughter.

"Oh jus' wait 'till I tell Applejack!" Apple Bloom nearly squealed, clutching her mouth tight. "this waaaay is too funny!"

Sweetie Belle could only groan. The beast, otherwise known as Rarity, was awake.

"_You will do nothing of the sort."_ A voice called out. Tired, but still maintaining a sense of overwhelming command that shocked the two girls. It was Rarity here eyes were bloodshot as she stared at the frozen fillies.

"If you wake up Fluttershy and embarrass her, I'm going to be very upset with you two." Rarity warned the fillies, glaring them down. She turned to Applejack's sister and added. _"Especially you."_

Apple Bloom withered under the directed glare and nodded her head submissively. With a huff she turned away from twangy loudmouth and back towards Sweetie Belle, who was nervously smiling.

"Why are you both in my room?" Rarity demanded to know, her brow arched. "I'm assuming Scootaloo is here as well. At least she had the good sense and respect not to have her barge into my room."

Apple Bloom shot Sweetie Belle a look, one clearly wishing that she too stayed with Scootaloo instead. She watched as Rarity turned away instead focusing her sole attention onto Fluttershy, who was twisting in her sleep. Rarity, without any concern of modesty, pushed Fluttershy's mane out of her eyes, ignoring the stares of the two fillies.

"Mom and Dad are here too." Sweetie Belle tried to explain to her older sister, catching her attention. "They wanted to spend the day with us with Bloom and Scoot. Maybe Fluttershy can come. It's just a Picnic, games, stories, having fun like we all use too." She paused, adding. "You do remember what fun is?"

Rarity rolled her eyes at the barb and softly sighed.

"I thought I had made it perfectly clear to them." Rarity spoke again, this time much softer then before. "I have plans all today. I know that's it's a annual thing, but this time I really can't."

Sweetie Belle nodded her head and ducked her head as Rarity inspected her sister, Her eyes wide and watery. her mouth in a drooping distant expression. Rarity bit her lip and squinted her tired eyes.

"I suppose they should be wanting some breakfast that isn't burnt and has actual taste to it.." Rarity relented, earning a smile from her upset little sister "Well, get going.I'll be up in a while" She shooed the Cutie Mark Crusader menaces away from her.

Nodding and saying thanks, Apple Bloom and Sweetie Belle left the bedroom, both grinning widely at their success at getting Rarity to at least confront her parents while serving some breakfast for them all. Apple Bloom burst out laughing dragging Sweetie Belle int the infectious giggles.

See, I told ya, Sweetie Belle!" Apple Bloom managed to get out without choking on her laughter. "Puff out the cheeks, think about something extremely sad and simply stare, and you can get 'ur sister to do jus' abou' anything!"

Sweetie Belle giggled and nodded. At last she had a new weapon to get what she wanted from Rarity.

**...**

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**...**

Her parents were here... this was not good This was not good in the slightest.

Laying dramatic across the bed and over top Fluttershy. Rarity huffed in dramatic annoyance. She thought she had been perfectly clear with the two of them, that she had no intentions on being apart of their foolish games and disgusting eating habits. What kind of people would view deep fried banana and apple treats as edible?

Well, apparently her parents did.

She sighed and looked down to the sleeping beauty, smiling beneath her. Rarity would have done anything to have someone similar to Fluttershy's parents as her own. Wealthy, successful, cultured; No, instead, was she trapped with these parents whom had yet shown even the slightest interest in her work.

Pouting softly, she stroked her hoof through Fluttershy's almost perfect mane, almost untouched by the ravages of the bed. She silently wondered if Fluttershy could make some sense of her family. It wasn't always like this. this sort of tension. But Rarity knew no other way to turn back from this collision course. Her and her parents were different people. They disagreed on on everything. From her career, to her friends. and, inadvertently, how she felt for Fluttershy.

They just didn't understand what love was for others. They were much less liberal about the birds and the bees. Or... she suppose it be the birds and the birds, in her and Fluttershy's case.

But, regardless of what others felt about this, whatever this was. It felt so right. Laying on her, watching over Fluttershy as protective as a dragon is with his treasures. Silently, she hoped her words yesterday had stuck. That Fluttershy would love herself. It only took an evening and a morning with her for Rarity to sort just what was on her mind.

The two of them advancing into a relationship so much deeper.

She leaned and softly panted her lips onto Fluttershy's forehead and softly smiled as the sensation caused the pegasus pony to squirm and yawn. slowly, she opened her eyes

Rarity glanced away quickly only to make sure the door was closed, and then back downwards, settling onto Fluttershy underneath her, who was looking up to her like Rarity was Princess Celestia herself. Slowly, Rarity smiled for the mare and leaned inwards, once again pecking the pegasi on her forehead. She watched, amused, as she squirmed underneath

"_Did you sleep well?" _She breathed, still grazing her.

Fluttershy nodded and smiled serenely, Squinting as she tenderly flexed out her tired, numb wings Rarity felt a moment of guilt. She was the reason her fragile wings were in pain.

"Like I had a big, comfy stuffed bear on top of me." Fluttershy teased, earning a slight scowl from the unicorn. She paused, blinked and added. "Why are you up so early? Usually you're asleep for a couple more hours."

At the mention of her beauty sleep, now ruined. Rarity threw back her hair and huffed in a dramatic display of contempt.

"Well, It seems that my sweet baby sister, Sweetie Belle, her interesting little friends and my fashion backwards and stubborn as mules parents showed up." Rarity explained. clearly annoyed by their interruptions. "I'm going to make them breakfast and shoo them off. I want you to stay here. I'll make you some breakfast in bed. Okay?"

"Oh really? you would? I... I mean thank you." Fluttershy managed to get out, yawning and stretching her legs out this time. "Yes, I would like that. But... I need you to, you know, bring my..

Again Rarity shushed the girl and smiled knowingly.

"A nice glass of orange juice and your medications?" Rarity guessed, her voice light enough to make the pegasi shiver.. Fluttershy nodded and smiled. Slowly, she begun to sit up, only to find herself being pushed back down in the feather soft bed beneath her.

Rarity shook her head, still smiling as bright as the sun itself.

"I'll be right back with them, You getting out of bed will completely void the breakfast in bed plan." Rarity teased, letting go of Fluttershy's shoulders as soon as the mare laid back again.

"Fluttershy, please. I want you to just relax." Rarity murmured, her lips touching against Fluttershy's ear. "Today is all about you. I'm going to pamper you like the princess you need to be. So, I'll be back in no time. okay?"

_The Princess treatment._ Rarity knew if there was one way to bring a timid mare from out of her self imposed modesty, it was to make her become easily one of the most vain titles ever conceived. It would help a level of confidence out in Fluttershy that she rarely reached, outside of tending to others. She watched the sleepy looking Fluttershy debate the offer before finally, she nodded rather shyly.

"I've never been someone's princess before." She admitted to the unicorn. "Can I borrow one of your tiara's? She paused, blushed at the look of amusement slowly crawling over Rarity and added; "Oh... if you don't mind."

Rarity could only laugh.

**...**

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**...**

Rarity was so annoyed by the intrusion that she did not even bother to make herself look in the least bit presentable. This parental intrusion angering her to no end. Although, judging from their lack of sense in the fashion department, Rarity didn't doubt for a moment that they would even notice.

Then again they didn't notice a lot about her.

They all sat there around her table, chatting idly as always. None of them ever had anything important to say, they only spoke to fill the silence. They spoke about everything, from food to bad mouthing anyone who went out and did something outside their scope of imagination.

Her neutrally distasteful look broke into a frown as she suddenly realized that on the table in front of her mother had been Fluttershy's little satchel, her many medications were scattered in front of her as she inspected each bottle one by one. How dare she do that? She could let her mother snoop through her things, it was expected out of as mother, but through Fluttershy's, which were none of her mother's business in the slightest

"_Mother, that isn't yours."_ Rarity chastised her mother then, using her magic to snatch the satchel and pills from right out of her mother's hooves.

She trotted away to the kitchen counter, wordlessly ignoring the family and the little fillies friends of Sweetie Belle. Instead she immediately turned her attention to pulling out a carton of eggs from the fridge. Out out the corner of her eye, she noticed mother, staring at her child as though Rarity had done something wrong.

"Are you not feeling well or something, dear?" She heard the older mare question her, "Those are a lot of pills for one pony. Is that why you can't make it?"

Rarity closed her eyes and exhaled.

"They aren't mine, and even if they were. You have no right to snoop like this in my own boutique." The younger unicorn snapped as she cracked the eggs into one of her frying pans.

"The _bouque_ we paid mostly for." Her father reminded her as also, completely mispronouncing the foreign word. Rarity scowled in the pain, flashing her anger for only a moment before she turned back to stare mother and father down. A smile on her face.

"Why yes, it's also the same _Boutique_ that I paid you back in full two years ago." She politely corrected him. "It's mine so we're even now. Besides, I was under the distinct impression that you had gotten my letter and understood that I had no time to be spent at your pleasure."

Her father simply stared at his defiant filly, unsure what to make of the haughty display from a child who no longer wanted to have anything to do with the country background she had so grudgingly came from. Rarity watched as father shook his head and smiled strangely at her silent mother.

"Well, that was the plan until Sweetie Belle told us that you had the day off and didn't bother to tell us." Mother spoke up, her voice low and trying not to sound too upset with her daughter's stubborn refusal to go. Rarity passed her eyes over Sweetie Belle, who looked downwards from the intense glare. That little sneak.

Rarity exhaled and looked back up, meeting her mother's guilt trip expression.

"You're right. Work is not the reason I'm declining. But that does not mean I'm not too busy today." Rarity shot back, simply staring down her mother; "As much as I'd like to head to the farm and play in the mud with the girls as I clearly always like too, I really cannot... come..."

Rarity trailed off as she turned back to notice Fluttershy staring around the pony filed room curiously. She smiled as Fluttershy noticed Rarity staring and blushed faintly. Her father who noticed the lapse in Rarity's attention, turned and simply stared at the soft fuchsia haired beauty.

"I'm so sorry Rarity." Fluttershy apologized profusely. "I know I was suppose to wait, but I kinda need to be clockwork with my.."

Out of no where, an explosive cry of**_ "AWESOM__E!_" **broke through the room.

"Hey there, Fluttershy!" Scootaloo cut Fluttershy off, the moment she turned to see the fellow pegasus pony. She turned to Sweetie Belle, adding. "Why didn't you tell me she was here? Fluttershy is pretty cool! Almost as cool as Rainbow Dash!"

Fluttershy _'eeped!_' as Scootaloo rose from her seat and launched herself in Fluttershy's side, hugging her. She was quickly followed by Sweetie Belle and and Apple Bloom who were all speaking to the new arrival as though she too was member of the Cutie Mark Crusaders. Despite arching her brow at the sight, Rarity had to admit, it was rather adorable.

"Oh, hello again girls. I missed you all so much!" Fluttershy greeted with a bright smile for all three of the fillies. who returned her one of smile with three of there's. Peeking up to Rarity, who watched her, Fluttershy blushed softly, adding. "Why don't you go and sit down. I'll join you in a bit. Rarity's an excellent cook, but I think she needs an extra pair of hooves."

Rarity found herself softly blushing at the compliment. She merely smiled and handed Fluttershy her satchel and a tall glass of orange juice. Together, they ignored the stares of her parents and the Cutie Mark Crusaders. A ghost of a smile seemed to flash from Fluttershy every time they caught each others eyes. It took all of Rarity's self control, not to burst out laughing with a joy she hadn't felt in such a long time.

Unabashed, she washed her medication down with the juice, choosing not to hide who she was to the relative strangers in the room. Fluttershy looked as though she was only the shadow of the nervous mare she was. She looked so... confident, so open. It seemed to Rarity that Fluttershy must've taken her words and the reward very, very seriously.

Good.

"This looks so good, Rarity, it's exactly what I need to eat so... _so I don't feel these._" Fluttershy said, wishing the last part as she gestured to the stashed away medication. Smiling, she added. "Do you want any help?"

It took all of Rarity's effort not to nod her head at such a sunny deposition.

"No, darling, you go on and sit right down." Rarity playfully refused, gesturing to a seat in between Sweetie Belle and Scootaloo, who both looked thrilled at having Fluttershy at their sides. Fluttershy nodded and stepped lightly to the seat, sitting down and smiling at both the girls.

"Fluttershy, this my mother and father. Sparkler and Catch." Rarity introduced as warmly as she could produce, nodding to both of them. Rarity watched as Fluttershy's confident smile turned from Sweetie Belle to greet both of the stoically curiously parents.

" Oh, It's such a pleasure to finally meet the both of you!" Fluttershy greeted, her voice so bright, it managed to warm Rarity up. "How are you both today? It's such a beautiful day, isn't it?"

Her question was left hanging in the air. Instead of replying to the still smiling girl. Though it earned a smile from her mother, Rarity's father looked away. he turned to his wife briefly before looking back to Rarity, look of disbelieving suspended on his face.

"I suppose this is who you have plans with? A model" Catch asked, a note of rude doubt in his voice. He turned back to Fluttershy and added. "Rarity must have forgotten to tell you that she's planning on coming over to our home today, many weeks ago."

As Fluttershy stuttered out an apology and Rarity geared up to explode at her father for being so cruel to Fluttershy, Sweetie Belle lunched from her seat, standing defensively in front of the pony, all the while glaring at her father. Apple Bloom and Scootaloo, as well joining Sweetie Belle in an act of solidarity.

"Dad, That's Fluttershy, she's not some dumb model Rarity hangs out with. She's tends to animals." Sweetie Belle defended her pseudo older sister figure. "She saved us from an angry Cocktrice and don't you forget that!"

As the two other girls cried out in agreement, father seemed to lessen his harsh expression. For the first time that day, Rarity gave her little sister a bright smile, albeit from behind Sweetie Belle's field of vision. She was extremely proud of the the filly. On the other hand, father simply stared at his youngest, then upwards to Fluttershy who was furiously blushing from the praise of the Cutie Mark Crusaders.

He glanced at mother and slowly, he sighed.

"Oh... well forgive me." He relented finally, nodding his head respectfully. "Thank you for saving my daughter, Miss Fluttershy." He glanced over to Rarity, adding. "Rarity doesn't exactly share anything with us anymore. It's nice to finally meet you."

_"She saved my life more then once as well._" Rarity spoke up, trying to interrupt her parents praises.

But neither of them heard her.

No one except Fluttershy. She looked up and caught Rarity's lost expression. Her smile, confident and strong, drooped into a look of sympathy. Rarity shrugged helplessly and turned back to cook some eggs for everyone. Her mind swimming with anger for her parents.

"I understand you're friends with my daughter." Her father finally spoke up, soft spoken and clear as day that he was chosen his words carefully

Fluttershy, not caring about the same concerns Rarity had, nodded very proudly, looking up to Rarity who caught her knowing look ad turned back to turn the heat down. Not wanting to cook like chef Sweetie Belle.

"Rarity is my best friend, sir. She such wonderful fun." Fluttershy gushed out her eyes wide and sweet, "She smart, extremely talented. She's an artist with the sewing machine." She listed off without even the slightest of hesitations. "You must be so proud of her!"

Rarity felt her face boil red at the amount of raise she received from Fluttershy. It was so bad, she felt herself shake and fight the urge to openly flirt with the pegasi right there and then. Father, however did not seemed fazed at the compliments presented by Fluttershy. He simply sat there.

Quietly, he tugged his straw hat off, allowing his dark and silver mane to spill out all over.

"Then as her best friend; I'm certain you wouldn't mind if you didn't join us for the rest of the day." He quietly requested of her.

The room went quiet. The three fillies stopped talking amongst themselves, Her mother looked away from the fashion magazine's left by Rarity. Fluttershy sat there stunned. She appeared completely uncertain if it was serious not. She took a single look to his uncompromising look and instantly, all doubt was gone and she returned to simply looking submissive

"Father, how _dare_ you." Rarity managed to find her voice. But her father would no pay mind to her protests. Nor the mutinous grumblings of the Cutie Mark Crusaders.

"A best friend would understand that I need to spend some time with my daughter and not have her distracted with hosting." He continued on as though Rarity wasn't there. His eyes solely focused on the pegasus pony. "This is one of the few times I do get to see her."

He trailed, looking briefly to his wife before he looked back to the frozen Fluttershy in front of him. He seemed rather... conflicted by his own words.

"I'm sure you're lovely, Fluttershy and I would like see you again." He admitted, smiling slightly. "But... you know. Right now is not the best of times for an introduction."

Rarity frowned slightly, unsure of what to make of words spoken or the expression on her father's lips. It was a sad, regretful smile. Almost like he felt bad. Still, it was not good enough to fool her.

"_I-I.."_ Fluttershy stumbled over her words, shocked by the remark. As she noticed Rarity's father, still staring, she simply nodded and added. "Yes. Of course, sir. I suppose I can go now. I mean if it's for the best."

Rarity's eyes widened in protest as she vigorously shook her head, vainly trying to keep the pegasus from leaving her so soon. She watched in horror as Fluttershy stood up and collected her things.

"No it most certainly not for the bes-"

"Yes. Yes it is." Her mother. Sparkler called out, cutting through Rarity's protest. "Thank you for your understanding Fluttershy. Now is just not the time."

Fluttershy nodded at the words of Rarity's mother. She turned from them and back to Rarity, appearing to be almost lost, frightened at the thought of being kicked out. Regardless of how she felt however, she obliged Rarity's parents request and pushed in her seat..

"But you haven't eaten yet, Fluttershy." Rarity tried to convince her. "You told me you need to eat."

Fluttershy merely shrugged and shook her head.

"I can just eat at home." Fluttershy murmured to the Fashionista. "Besides," She added, glancing to Rarity's father. "A best friend knows when she's not suppose to be somewhere. I-I'll see you another time Rarity."

With an exception to giving a polite goodbye to both Rarity's parents (which only seemed to make them feel worse) and a hug for each Cutie Mark Crusader, she grabbed her satchel and, with one longing glance, she left, leaving Rarity glowering in rage and extremely confused.

As her rage took hold, She threw the flipper down and turned back to her parents. Slowly she stalked to them standing by the table, her face contorted into a look of rage.

_"To think I even bother to be kind to you! You...you MULES_" She hissed so low only the occupants of the table could hear her.

Ignoring the protesting cries of her name and the viciously harsh smell of her breakfast starting to burn, she left, looking for Fluttershy.

**...**

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**...**

Finding Fluttershy, as it turned out, did not take long to do, despite her anger saying that the pegasus probably had fled home by now. Well, she didn't.

Rarity found Fluttershy gathering up Angel's blanket. She seemed so... okay with the appallingly rude behavior the blatant rejection, the suspicious stares. Rarity however, was no fool. There was a difference between "_seemed_" and "_felt_" and, as Rarity learned yesterday. Fluttershy was an expert in suppressing the hurt she could feel.

Regardless Rarity had to commend two things about Fluttershy's timidness. Her ability to see the best in others and having a patience that rivaled Princess Celestia.

"I told you my parents and I do not see eye to eye." She spoke behind the mare, watching as she gave a slight jump and turned back to face Rarity, her satchel back over her back. Fluttershy's face was unreadable, undefinable.

"Your parents are right to want to spend the day with you." Fluttershy spoke, her words casually light. Rarity rolled her eyes, finding herself annoyed by Fluttershy's docile nature.

"Forget them, I made a promise to spend the day with you. I really do intend on keeping it, Fluttershy." Rarity argued, slightly disturbed by Fluttershy defending her parents even if they went through all her stuff and not too subtly told her that they didn't want her to come along.

Despite them being real jerks, Fluttershy still shook her head at Rarity's words.

"Yes you did make me a promise, Rarity. But your father is right. Parents should come first." Fluttershy reasoned with the dramatic unicorn, touching her hoof against Rarity's still frazzled mane. "We'll always have tomorrow, so I will hold you to that promise, okay?"

As much as she wanted to disagree about her father's behavior, Rarity grudgingly nodded and smiled hoping to convey everything would be alright. Fluttershy returned it and turned her head down towards the comfy love seat, little Angel Bunny was sitting on.

"Come along, Angel. say goodbye to Opalescence! Let's go see all your little friends." She singsonged so sweet it made Rarity's teeth hurt.

Angel Bunny simply stared at the frilly cat, laying lazily on his pillow and hopped along to follow Fluttershy, who followed Rarity leading her to the Boutique's front door. Together, Fluttershy and Rarity stepped outside, meeting the warm bright sun. It was still early and no ponies were out quite yet. Regardless, the two best friends and, more thrillingly a title, lovers, turned to one another. Awkwardly unsure where to go from here. More so for Fluttershy, who seemed to be debating with herself for a moment or two before she finally glanced up into Rarity's kind eyes.

"Before I go. I'm going to give an answer to Twilight on my way home." Fluttershy spoke up. I just thought... you know, that you'd like to here it."

Rarity nodded and watched silently as her best friend shuffled her foot, her eyes turned from Rarity's and instead, focused solely on her pointless fidgeting. The unicorn knew the answer already. Why Fluttershy felt a need to justify it to her was beyond her comprehension.

Perhaps it was some sense of obligation. Rarity, after all, told off her friend right in front of royalty as she defended Fluttershy from being cornered into accepting tutoring a princess.

"Let me guess then." Rarity mused emotionless on the forming smile on Fluttershy's face. "It'll be a resounding yes to Twilight Sparkle and her clever rouse."

Slowly, Fluttershy nodded, her eyes peeking up to the unicorn.

"You're right, it will be." Fluttershy admitted, smiling softly. "But... I won't do it unless you're there helping me."

Rarity's eyes widened frightfully huge as she was blown out of the water by Fluttershy's soft spoken revelation. _Fl-Fluttershy wanted her to help teach a princess?_ She admitted that she had been so envious that Twilight Sparkle went to Fluttershy and not her. And now she was being resented this opportunity by her best friend so casually?

All she could pay attention to was the sound of Fluttershy giggling softy at the expression of shock splashed on Rarity's face like an ocean tide.

"I bet a Princess will be a lot of work, Rarity. I don't think I can do it alone." Fluttershy admitted, finally gaining control of her laughter. She looked up bashfully, adding. "I think I'll need my best friend helping me out with this challenge."

"Making demands? Fluttershy, I am really impressed!" Rarity exclaimed. smiling widely for 'shy, whose confidence was now exuding freely.

At least she had been exuding confidence.

Before Fluttershy could comprehend it, Rarity leaned in and pressed her lips against the very very edge of Fluttershy's, startling the poor thing. She smiled brightly as Fluttershy's eyes widened in shock and darted to make sure that the two of them were alone outside.

Looking slightly better with the affection giving. Fluttershy smiled, and in a surprising moment of daring, she leaned forward as she too caught Rarity's lips for only a moment. It was only a moment because Rarity somehow managed to remain collected enough to break the kiss.

She pulled back grinning slightly at Fluttershy's look of disappointment.

"Ah ah ah, Fluttershy darling." She teased the pegasi softly before cracking open the door. "It was just another reward. I'll be seeing you soon."

Fluttershy nodded blankly and watched as Rarity slinked backwards into the carousel, closing the doors behind her. Rarity leaned back, arching her neck against the door. Faintly she could hear the sound of gentle humming, melodic and happy, it was Fluttershy's.

Rarity closed her eyes and blocked out the yelling from the kitchen that her sister and her friends were engaging in, as well as her parents making boringly idle for the sake of talking. Instead she quietly imagined being in Fluttershy's hooves once more, how soft she was to lay on, like a pillow that loved her.

No... Rarity would not wait for tomorrow, she decided as she wandered back up to her room. Not when tonight was free for the both of them.

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How Fluttershy managed to find herself back home, let alone capable of having a full conversation with Twilight Sparkle about her decision and provision amazed her. Her mind was swimming in a sea of thrilling joy and a spinning she could not describe. It didn't matter that she had to help a Princess. It didn't matter that the medication was now causing her to lose her sense of balance. Or that Rarity's parents had cold shouldered her so discretely. It just didn't matter.

Fluttershy took a seat in the middle of the road, ignoring the stares to mares passing by her, Bon Bon and Lyra, she believed their names were. Slowly she rubbed her head, fighting the overwhelming wooziness of her medications side effects. At this point, it was nothing compared to the main thing that mattered. For the first time in her life, she was in love!

Not just suppressing her feeling until they vanished in time. Honest to goodness love!

No, she had no plan to start singing or telling all her friends. Nothing was set in stone, and there was a different fear in her. That her other friends would see this blossoming relationship as... wrong, unnatural even.

Those concerns, however, were for the future. At the moment, She wasn't exactly sure where to go from here. For now, at the very least. It was out in the open between Rarity and her. If Rarity wanted to her to be confident, then darn it, she would be confident.

A pinch came from her backside, causing her to yelp and jump in a sudden shock of nerves. As she fell on the road, flank first, she noticed the culprit had been none other then Angel, looking agitated.

"Angel, what was that for?" She softly asked, nudging the sweet little bunny playfully. Angel huffed and gestured off towards the direction they were walking.

The cottage was now in range, but something seemed off about it. Just outside and attempting to peer into through her window was a little unicorn, at least a couple years younger then Sweetie Belle and her crusader friends. So small that she had to keep hopping and hanging on the ledge. Behind her were several others, two pegasi and a unicorn. All of them seemed to be giggling among themselves as they watched the smaller one try to spy on the empty house.

Fluttershy smiled slightly as she shakily stood back up stepped lightly towards the group. Perhaps the little one wanted to see all her animals. It was not uncommon that she got visitors like this.

"Excuse me, fillies, can I help you?" She called out to the all of them as friendly as a song bird.

The group, much to Fluttershy's shock, scattered and took off, abandoning the small grey toned unicorn, who looked frozen in silent fear. Fluttershy's smile briefly formed a frown as she closed the gap between her and the little filly unicorn. She sat down next her. Her confident smile reappearing for the child.

The unicorn turned her head down. almost as though she had been caught doing something she shouldn't have bee doing. But what?

"Hello, my name is Fluttershy. What is your name?" She introduced herself as gently as she could, hoping to stir the girl out of her stupor. The filly ignored the question and introduction. Still she remained focused on staring at the ground.

"Did you happen to see some of my animals while passing by?" Fluttershy changed the subject quickly, still smiling slightly. "It's okay, I promise! I would love to introduce them to you. If you like. I bet they would adore new company!"

Still, the little grey colored, blond mane unicorn remained silent.

"You know, I'm not very frightening and I'm a pretty good listener." Fluttershy informed the girl, nudging her softly. "Is something troubling you?"

The words she had spoken appeared to have touched a very sensitive nerve. The filly was standing and glaring at Fluttershy as though she had said something awful to the child.

"Just leave me alone, _Klutzershy_!" She spat out high pitched at the blankly staring pegasi. "I heard you can't even fly." She scoffed. "What good are you?"

Fluttershy's jaw unhinged and opened widely as the insult brought the past back to her. Her days in flight school, marred by the constant bullying of others. The loneliness of being a pariah to the rest of the school. Her inability to admit anything to her mother ad father. Not because they would laugh, but because of her foolish pride.

Day after day she took the abuse from her fellow students. Even from her flight teachers, who actively encouraged their students to make the clumsy by no fault f her own pegasi to quit and stay far away from the school. Although she never caved into the pressures of quitting, it had taken a toll on her for many years.

_"Oh...okay."_ Fluttershy managed to choke out. forcing her memories of a childhood suppressed and forgotten, back into the pit of her stomach. Quietly she stood back up and shooed Angel inside, who was glaring daggers at the retreating filly.

The unicorn seemed torn between defiance and an unimaginable guilt. Instead of speaking, she took off as quick as her short legs could carry her, leaving Fluttershy by herself, simply watching as the filly who unknowingly ruined her day vanished from sight. She sighed and turned away and entered her home.

She wished Rarity was here.

**...**

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**...**

How the hay did that filly know the right buttons to push? She had never seen that little filly in her life before.

Fluttershy pondered this question as she went back outside to let the hens roam free from their coop. She smiled sightly, watching their behavior as they spread across her yard looking for bugs. It distracted her from the hurt she could feel inside her like scar tissue opening up after nearly being healed.

The little grey pegasi could have been a child of a flight student she went to school with, perhaps a little sister. One of the many who tried to convince her that she would never be able to fly like them.

Fluttershy sighed and as always, blocked the pain that threaten to chip away at the smidgen of self confidence found by that stubborn unicorn. Rarity, who hadn't given u on her no matter how much trouble Fluttershy may have been. She thought quietly about her until her stomach lurched and rumbled inside of her, begging the pegasi for a meal.

She would make herself a lunch and head up to her apple tree for quiet contemplation. Perhaps if Applejack had the time, she'd drop by and say hello. It had been quite some time since the two of them spent any time together. Perhaps they could talk about that night Twilight Sparkle invited her and Rarity for a slumber party. Ask if she was as sweet to Applejack as she was to her.

Fluttershy blushed as she entered the house. No... That wouldn't be right to ask. Nor would she talk about Rarity at all. She couldn't get ahead of herself. Rarity may have kissed her and said very kind words that made her stomach flutter and her heart thud strangely, just by thinking about it, she still had to stay, in Rainbow Dash's words, Cool.

A scent was on the air the moment she had entered the living room unmistakable scent of Crepes being slowly roasted in her kitchen, of eggs cooked and the noise of a knife dicing through fruits. Fluttershy tilted her head and frowned. Was it Pinkie Pie? Pinkie Pie was the only other pony she trusted in her home without her there. She kept Fluttershy's health a top secret secret when she accidentally discovered it and despite her hyperactive nature, Pinkie Pie was such a sweetheart with animals.

"Pinkie Pie." She called out happily. "You're such a mind reade-"

Her words died, her eyes widened in wondrous surprise.

There, standing in front of the stove, slowly turning the expanding crepe batter over, stood a tall, thin pegasi mare, her wing fluffed out, flying high over her soft, near white yellow coat. Her mane, long, fuchsia and a streak of near matching purple was pulled back into a loose ponytail.

"Mother?" Fluttershy called out, confused by her mother's presence. The older mare turned her head, her eyes up to meet her child's.

Taking only a moment to pull the pan off the heat, Serenity Apex turned right around to face her child. Slowly, she smiled and stepped forward to Fluttershy, embracing her daughter like she hadn't seen her in a year, even if it had only been about three weeks since her last visit with her and daddy.

Gently, Fluttershy pulled back, though it was in vain. Her Mother seemed quite content with hugging the life out of her.

"Hello, sweetheart. I really needed to see you." She heard her mother whisper into her ear. Her words, softly murmured, instantly formed mist into Fluttershy's eyes.

She wasn't sure exactly why she had started to cry. Perhaps it had been because her mother had always been a security blanket of sorts. Someone who she could confess everything that troubled her and now that she would never hate her, never judge or claim her as acting childish. She was never less then the perfect mother. Serenity pulled back, her hooded eyes, widened a tad bit as she inspected her child. She leaned in. Pressing her lips to her fillies forehead.

"Come along, my love. Let's get you fed." Her mama whispered once again. "Tell me everything on your mind. It seems like you've got a lot in there."

Fluttershy nodded as she absorbed her mother's reassuring smile, still very much still quivering against her mother. Yes. She would tell everything. From teaching Princess Luna, her thoughts on the baby coming, The insult made by the random little unicorn, Rarity's parents and their very strange, yet painful dismissal... and _Rarity_.

_Rarity._ Oh Celestia.. how was she going to explain all of that to her mother.

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**Another chapter down. Life isn't peachy keen for Rarity anymore then it is for Fluttershy. I will be exploring it. Thank you for all the reviews ad alerts. They keep me going. e sure to drop some more off! :)**


	6. Fluttershy's Parents

**This was half written and meant for release with last chapter. But, yeah. I would have gotten bogged down if I had made last chapter any longer. Thanks for the reviews and I hope you enjoy! :)  
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**Chapter Five: Fluttershy's Parents**

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Three weeks, Fluttershy had to admit, was way too long between her visit with her parents.

Listening to her mother go on about day to day life in Cloudsdale made the homesick lump return to her so painfully. Although she was very happy in her new home, amongst her animals, amongst her friends. It still did not fill the hole in heart her family had left. Regardless, it still made her curious why her mother would so unexpectitlt drop in for a visit. She usualy gave plenty of advance warning.

"I... um, I don't mean to be rude, but why are you here?" Fluttershy finally managed to get out as her mother laid a plate packed full of crepes, eggs and fruit salad in front of her.

Her mother raised her eyebrow at the remark.

"I was lonely, I missed hearing your voice, I was getting tired of your dad, pick a reason if you must. Do _I_ really need to have a reason to be here with my little filly?" Serenity returned, smiing crookedly as she joined her daughter. "I was in the area so I decided to check in for a bit." She explained finally, "Now really, sweetie, why have you been crying?

Fluttershy bit her lip and smiled at her mother's affectionate concern. She really didn't want to talk about the incident only occurring minutes ago. Not yet.

"Oh... It's nothing to worry about, mom." Fluttershy dodged, knowing full well that they would just approach the question later. Instead she changed the subject. Adding. "How are you feeling? Congratulations, by the way. I'm so happy for you both!"

Her mother chucked and patted her stomach. Fluttershy finally understood what that saying meant. She did look like she was glowing with excitement. it made her that much more stunning.

"Thank you, Fluttershy. So far everything is going fine, though, I'm only three weeks pregnant. Regardless, I've cancelled all my bookings for the next year." She said as she daintily nibbled her crepes. "The Doctor advised that I take this pregnancy easy. So your father has been running around everywhere preparing for me being on bed rest for at least eight months."

Eight months bed rest for an eleven month long pregnancy? Fluttershy winced at the thought. Her poor father. Mother was going to be very, very restless trapped at home and far away from the work she loved. She would have to go home more often and give her Daddy a break on occasion.

Perhaps even bring along Rarity to help. She would probably handle mother much better than she.

Speaking of her father, Fluttershy noticed the distinct lack of his presence. It put her off, usual father loved coming down to Ponyville to see her.

"Where is Daddy? Did he go with you?" Fluttershy finally spoke up, frowned as she finished looking around the room and turned her attention back to her mother. Gently, Serenity sighed, shaking her head at the question.

"No he was... busy." Her mother delicately put. "I think mentioning visiting you was the reason he didn't. No, it's not your fault, Fluttershy. So stop thinking that." She added as soon as she noticed Fluttershy's eyes widened in shock. "Your father gets in these moods about you from time to time.

"Moods?" Fluttershy breathed, trying not to be upset as she silently worried that her father was upset with her.

"Saying he misses you terribly is an understatement." Serenity admitted, sipping her cup of tea. "He still sort of mopes around at home. He doesn't come over because "You're getting to old to have your old dad around you like the old days." She finished, mimicking her Daddy's deep bass voice.

She sighed, and shrugged as she set her cup down.

"I just figure he's envious of your friends." She theorized with a mild look of amusement at the absurd thought. "Thinking they're going to take you away or something silly like that."

"But that's just not true!" Fluttershy protested, nearly unable to believe her mother's description of her father. "I would love to have him down here. It could be a lot of fun, I could show him around, introduce him to my friends so he's not so worried. I could show him all of the new baby bunnies born only a few days ago."

Fluttershy shook her head as she continued to eat the brunch made for her.

"Dad's just being silly." She figured aloud. "None friends could never replace him."

"I know," Mother agreed, watching in mild amusement as Fluttershy wolfed down the brunch in front of her. "You clearly haven't eaten today" She observed, nearly chastising her daughter. "What did I tell you about maintaining a healthy diet? The last thing anyone wants is for you to fall ill."

Fluttershy thought quietly about the breakfast planned but abandoned thanks o Rarity's parents. The hurt that was laced on Rarity's beautiful face

"Yes, I had planned on, but. Plans change." Was Fluttershy's distant reply. She did not notice her mother smirking softly at the sight of the child staring off as she too sipped her tea.

"So..." Fluttershy's mother spoke up mischievously "What's his name?"

Tea spat out everywhere, covering the remains of her brunch She sputtered and coughed as her other laughed and gently rubbed and patted her daughter's back as she continued to cough loudly.

"P-Pardon?" Fluttershy managed to get out as she wiped her mouth. Serenity smiled sympathetically, siting back down next to her apparently lovesick little filly.

"Darling, I'm old enough to notice when another drifts off, or gets a silly little look." Her Mother reminded her, leaning back into her seat and smiling widely. "Usually it only means one thing. You've found someone. So, I'll ask again. Who is he?"

Fluttershy closed her eyes and shook her head. This conversation was not happening.

"It doesn't really matter, Mom." She managed to get out without stuttering at all. It did matter very much to her mother.

"So I am right." Serenity murmured to her daughter, silently excited by her correct assessment. "Now, come on, sweetheart, who is he? I promise I won't trade in your dad for him."

Fluttershy shook her head, blushing furiously. Her mother, though correct in her conclusion, was very, VERY wrong in one important detail.

"Really mother, please just drop it. It's really nothing serious." She tried to shake off, smiling through her blush, hoping beyond hope that her mother would let this uncomfortable topic simply slide by. Especially when she herself wasn't quite sure what to make of where Rarity and her stood.

It failed miserably.

"It's serious enough to lie to me about your father being irreplaceable, at least in some regards." She shot back, watching as Fluttershy shook and changed colours.

Fluttershy squirmed as her mother's eyes stared deep into hers. Mother thought really she had a coltfriend? Well she was going to be in a bit of a shock. Although it felt foolish to admit, the thought of her mother being upset with this was near unbearable to think. What if she didn't like that Fluttershy, her only child at least for the next eleven months, had found love with.. well.. _Rarity_.

"I can keep saying this all day and to be perfectly honest, I'm not above staying here all night until your interest shows up here and I find out myself, no matter how well he or you hide it." Her mother stated flatly, her brow raised in amusement. "So tell me now, Fluttershy. Who. Is. He?"

Fluttershy looked up to her mother's teasing eyes, her expression hardened significantly. She had to be brave for herself. For herself, for Rarity's. She loved Rarity and there would be nothing, nothing that her mother could stop if that was how she felt. So, in a move that she just knew Rarity would be proud of, she took a breath and dived head first.

"It's _Rarity_, Mother, I'm in love with Rarity." Fluttershy finally admitted, down casting her eyes as she silently awaited for her mother's judgment.

Her mother stopped midway through her mouthful of crepes. She seemed shocked, maybe even hurt. That wasn't a good sign, the daughter figured of the mother. Fluttershy smiled slightly as she relaxed herself once again. Her mother's reaction was completely out of her control now. Rarity would have been so proud of her not stressing too much over the announcement. Though, a part of her did want to curl up under the table and hide for as long as she could...

"_Rarity?"_ Her mother repeated, simply staring. "As in amateur Fashion designer, _Rarity_? The one you write home to about nearly half the time, _Rarity?_"

Fluttershy's modest little smile widened. Slowly she nodded her head, no longer fearing her mother's reaction. The fork clanged to the plate. Mother looked surprised and still Fluttershy remained unafraid. All could do was think of Rarity, her smile, her laugh, the way she could become so dramatic. The way she brought the best out of the pegasus.

The last thing she had expected was her mother's squeal and hooves latching around her neck.

"Oh my Celestia, how adorable!" She cried out, her voice chocked full of emotion. "My babies first love, I'm so excited!

Fluttershy blinked as she felt her mother's tears of joys touch against her neck. She wasn't upset that she was in love with a mare unicorn? Sure, she knew her parents would love and support her no matter what but that did not mean they had to like it. But now it was clear that her mother seemed one hundred percent behind a relation that really wasn't established yet.

"Wait, you're not mad at me?" She blurted out, so relieved that she spoke much, much louder then she intended. Mother pulled back and inspected her child with only a slight smile.

"How could I _ever_ be upset with this? Do you not remember what Dad taught you about love?" She whispered to her filly. Fluttershy smiled as the words came back to her like skating or riding a bike... not that she knew how to do either of the two.

"That love is love no matter who it's for. That nopony is allowed to get in the way of love and true love is a coalition between the heart and the brain." Fluttershy listed off, trying not to grin to brightly as she thought about Rarity. Mother nodded, impressed that her filly had memorized her father's ramblings to the letter.

"How so?" She inquired from her child.

"Well... the heart provides the love, the unconditional devotion to other pony, the brain makes sure that the heart doesn't get hurt because it chose to love the wrong person." Fluttershy explained to her curious mother. "It's not true love if the heart allows itself to be harmed just to keep a feeling."

Looking satisfied with the answer, mother added. "Is the brain also capable of love?"

Fluttershy nodded as well.

"Y-yes, but it's much less emotional and based more on logic." Fluttershy continued her recitation. "If the ponies have the same goals in life, if one pony can help the other advance. but its not true love. So the heart tempts the brain to move past that cold love and search for someone who will truly love you. Not what you could become."

"And if the brain and the heart agree?"

"Then you've found real love." Fluttershy finished, smiling brightly as she thought about Rarity laying next to her, whispering into her ear. The gentle kisses she found herself nearly begging for. The feeling of being so protected by the unicorn brought such warmth she never before felt. As she thought such thoughts, her heart felt so heavy as she longed for Rarity to stand by her side, even if her mother was here.

Her mother too smiled, albeit much more serenely. She loosened her ponytail and allowed her flowing fuchsia mane to drop freely to her shoulders. She leaned back into her seat, a sudden flash of devious humor etched onto her lips as looked at her daughter with a pride in her that made Fluttershy feel so warm, so loved.

Why did she ever think that Mother would be upset over who she loved? It was so... silly in hindsight. It was like her fears with never flying again all over again. It was, as Rarity correctly guess, her inability to find confidence in situations that were new to her. She would have to continue to work on it.

"You realize that is pretty much the smartest thing your father has ever said in his life, other then saying _'I do'_ to me and he said it just for you." Her mother spoke up, cutting across her daughter's thoughts.

Fluttershy nodded, smiling brightly and giggling softly at the barb against her thick headed, but usually wonderful father. Yes, Daddy wasn't usually very articulate. Fluttershy knew however that it really was just a facade, like her shielding her heart, precious few moments would trickle through and reveal her father as as an amateur philosopher It was just one of the many thing she loved about her parents. They had so many surprises.

"Well I can't blame him for a burst of intelligence." Mother added, chuckling as she finished her brunch. "If I caught you kissing that Wonderbolts poster. That group photo one. I'd be getting philosophical as well."

"_Mother._" Fluttershy scowled as she tried to forget about what had happened to warrant her father discussing love. She was seven. She was curious, that was all that was there. Her mother, on the other hand refused to relent at all.

"You know, Fluttershy, he never did tell me which of them you were kissing." The older mare sing songed still smiling brightly as the heat rushed to her face.

"_MOOOM_!" Fluttershy cried out in a loud protesting squeal.

All her mother could do was laugh at the expression of shock and indignation on Fluttershy's face. Although the memory of the incident had faded somewhat, Fluttershy still remembered her daddy stumbling out of the room as embarrassed as she was. Fluttershy reluctantly joined her mother, if only to forget the embarrassment.

The laughter quickly died down, leaving her mother with a look of gentle nostalgia for the old days, despite the painful undertones, the doctor visits, the bullying, the sickness. She looked down on her daughter, still full of pride for her finding someone to share her heart with.

"So tell me Fluttershy." She inquired gently. "Is your heart in agreement with your brain? Is Rarity your true love?"

"_Yes_!" She blurted out much quicker then he younger pegasi cared to admit. She ignored the crimsom in her face and the smile on her mother's lips.

"Oh...Well...She doesn't want to pursue anything just yet. She says it for my sake." Fluttershy admitted, earning a curious look from her mother. "Rarity said she wants to love me, But I need to love myself first."

The words, so simply spoken, caused her mother to clasp her mother. Her eyes widened and watered. Was... was she crying? was it something Rarity had said? Fluttershy remained curious until her mother leaned over, hugging her carefully. Misty eyes turned into tears that flowing freely down her cheeks.

"Rarity is so much more wiser then I had imagined from your letters, She's very much right for her to want that for you, Fluttershy." She final managed murmur into her child, drying her eyes as she nuzzled Fluttershy with her cheek. "She too is risking herself as much as you are. She needs you to be as confident and as strong as I know you can be."

"I know, Mama." Fluttershy agreed, her voice laced with a confidence rarely seen by her mother. "I'm working on it. Rarity deserves only the best from me."

The older pegasus merely smiled as she let go of her daughter and quickly collected her dishes.

"Well, In any case, don't worry too much sweetheart and take your time with getting her." Mother spoke again, her voice casual as she placed the dishes into the sink and turned back. "It's not like your father and I don't have all your embarrassing filly photos just waiting to be dished out for Rarity's amusement."

She paused, looked her mortified daughter over and grinned widely.

"Oh, wait a second. We do. I must invite Rarity for some tea. I'm more then certain she'll enjoy it." She added, enjoying the groan that came from her daughter.

**...**

* * *

**...**

It was sunset before her mother decided on heading back home. They spent hours talking about everything. Mostly Rarity related things as she was most enthusiastic to hear of her daughter's new flame. About how sweet and empathic she was, about how she wasn't afraid of anything, how much she was trying to help her out, about their first kiss...

Her mother seemed so captivated by Fluttershy's tale of the first kiss Rarity and her shared, so much so that she started talking about her and father's first time. A tale Fluttershy found herself blocking her poor ears from hearing about how she was conceived.

The conversation, however grew more serious as Fluttershy told about the less then happy moments, Rarity's parents, the pegasus filly that insulted her. It took all her effort to stop her mother from finding out where Rarity's parents were living. and ruin heir lives.

Now sitting alone in her darkened living room, Fluttershy's attention turned to her apparently upset Father. She stood up and wandered to the cupboard drawer, tugging out a blank piece of paper a pen and an envelope. She knew exactly what she would do to lift her father's spirits as she wandered back to her couch and took a seat.

_Daddy._

_Firstly, I just want to say I'm so excited for mother and you. A new foal on the way. I'm so happy with the news._

_Mother just dropped by and told me how you've been feeling lately about me. That you could actually feel that I don't need you anymore. Well that's just not true, surely you know that. I know I don't get the chance to write to you as often as I do mother or come home just to say hello, and yes, I'm getting older, but that doesn't mean I love you any less. _

_That doesn't mean I don't need my daddy. _

_You're the reason I'm here, you're the reason I'm still alive. So saying you're not as important as mother hurts to hear you belittle your own efforts. So, when you have the time, I would very much like for you to come down to Ponyville. We could spend the day together. I could introduce you to my friends. They're not so bad once you get to know them first hoof. We could do anything you want to do, so long as it's spending some time with me.  
_

_I met someone. I'm certain by the time you get this letter, mother will be gushing and speculating. She wonderful, She's been helping me bring me out of this worrisome state I'm always in. I love her, I really love her. I won't lie to you, you don't deserve that, but Rarity has found a way into my heart, even though we are not together. _

_But Daddy, even if she wants to pursue a relationship, Rarity will never replace you. _

_I miss you._

_Your little filly. _

_Fluttershy. _

Fluttershy sighed and set the pen down, simply staring at the open letter. She'd send it along in the morning. A tinge of homesickness came back to her, causing a dull pain in the bottom of her heart as she sat alone with nopony other then Angel Bunny sleeping and her thoughts, plagued by many different things still troubling her.

Hopefully the letter would work and bring her father out of his stupor and make the guilt she felt so strongly disappear. She sipped the glass of sweet tea her mother had made and stretched out onto her couch, trying to focus far from daddy and more onto others.

Rarity. Always Rarity.

Though she was right to have wanted Rarity to have a good relationship with her parents, she could not help but feel as though she had guilted Rarity into joining her family for the little get together. She shouldn't have forced her thoughts on family onto Rarity, whose situation was very different from her own.

Although she did not want to say it. It seemed to her that Rarity, was second to Sweetie Belle, Like they had given up hope on Rarity and were gambling on the younger sister to fulfill their dreams. It was such a horrible thought that Fluttershy felt so wrong to even think it. Especially when it spread an inkling of worry for her own relationship with her parents.

Fluttershy soon would be playing second fiddle to the new foal. She was not how she felt about that. For now she would not worry. That worry was just over ten months away. Plenty of time to accept her new position in her family.

Stiffing a yawn, Fluttershy stretched herself out on the comfy couch. Her mother was right, she was not properly taking care of herself. The late night consisting of her watching under Rarity protectively had gotten to her. So she she would obliged her body's request. This time, she yawned and closed her eyes, not bothering to turn the light off.

Her last conscious thoughts before drifting off into a slumber was on all the fun Rarity and her would have tomorrow.

**...**

* * *

**...**

Today was a complete and utter waste of her precious time.

First, they booted Fluttershy from her home, from even joining them. This was only imposed on her. Sweetie Belle was allowed to bring along her terrors, otherwise known as friends with her. Meanwhile, she was stuck making odd conversation with her parents that did not go anywhere at all. It was like they were trying to tell her something but they were too thick to make any sense.

Most of the time, Rarity spent it pondering how Fluttershy was doing. She had hoped this encounter with disgustingly rude behavior hadn't ruined the confidence that was slowly being built after such a long absence without it. She hoped she was feeling okay that she wasn't sick from her drugs, that she wasn't upset.

As Rarity reached the steps to Fluttershy's dimly lit cottage, she cleared all of her negative thoughts about her parents and stepped up the pathway to the house. She would not unload a sea of anger onto the sweet, sweet mare of her affections. No, tonight was about her as she promised. Her every wish was hers to make true.

_Celestia_, she even brought along half a dozen of her tiara's for Fluttershy to choose from if she was being serious about wanting to be a princess in more then just name only.

Rarity unlocked the door and glanced around. The house was lighted only by a few bulbs. Perhaps She was out... Fluttershy did have a life and other friends of course. Although the thought annoyed her, she suppressed a flickering of jealousy.

A flickering that vanished the moment she herd a a sudden and unladylike snore.

Grinning to herself and taking extra care, not to disturb. She tiptoed to the living room, only pausing to slightly smile at Angel Bunny, who was staring at her as he slowly chewed on one of his carrots. There, illuminated by the single light left on in the room, was Fluttershy, her eyes were closed as she breathed softly into the couch seat.

Next to her on her coffee table was a letter unrolled, the ink still drying. Her curiosity overwhelmed her sense of privacy. Quietly she read the contents. It was addressed to her father. Apparently, her daddy wasn't much different then her own. Though he seemed much more open to her in just about every way.

Including admitting her feeling about a unicorn.

Rarity smiled and looked up to Fluttershy, still sleeping soundly. Fluttershy didn't just have feelings, or loved Rarity in the way best friends love each other.

She was in love with her.

_So much for her plans tonight_, Rarity decided. Despite wanting to talk to Fluttershy about the contents of the letter. She could imagine that Fluttershy needed to have a full nights sleep. For a moment or two, she thought about levitating the pegasi up to her room, but decided against it. She would not use magic on her. She would've probably wake up and play host to Rarity, despite clearly needing some sleep.

As much as she wanted to spend time with her tonight, awake. Fluttershy was right. There was always tomorrow for the two of them.

So instead, Rarity stepped forward as delicately as she could . He did not want to disturb the pegasi beauty. Instead, she slowly took a seat and laid down on the very edge of the couch next to her best friend. Though uncomfortable, it was worth the pain pressing against her s she snuggled close to Fluttershy. her hooves tenderly gripping Fluttershy's waist like delicate glass.

She smiled as she nestled her nose into Fluttershy's neck and closed her eyes joining Fluttershy in the world of dreams.

**...**

* * *

**...**

**Short I know, but next chapter will be at least twice the size, with a couple new characters added. Thanks for the read and see you all soon :)  
**


	7. Being Bold, Accepting Apologies

**New chapter, yay! Sorry it took longer then I planned. I got last chapter out in record time, but I didn't like it. So I took a few days off to plan this one better. Then yesterday as I was wrapping this chapter up, I glitched and lost 2000 words of work. which made me cry harder than Fluttershy holding a pile of Philomeena. Okay, maybe not_ that_ hard. But it sucked bad.**

**Ok, on with it :)**

**Disclaimer: This chapter features a less than ideal portrayal of Rainbow Dash. Before you get all mad about it, understand it's NOT how I view her, nor am I bashing her. Just relax and let the story play out. I promise you, Rainbow Dash will be fleshed out.  
**

**...**

* * *

**...**

**Chapter Six: Being Bold, Accepting Apologies**

**...**

The rising of Celestia's sun served as the wake up call for Fluttershy. It had always been that way since she had moved to Ponyville. Well, that wasn't completely true. The same went when she lived with her parents. But that was for a different reason altogether. More of an obligation to a routine rather then a labor of love.

Her routine was important. At first light she would allow the song birds nestled in their bird house a passage outside through an open window, she would feed the bunny and the many, many different animals before returning home, making herself decent healthy breakfast and then take the medication that left her weary and dizzy but helped maintain a lifestyle independent from her parents and from regular doctor appointments

Something tickled under her nose, making the pegasi sneeze and giggle.

Though groggy and despite her adherence to her routine Fluttershy groaned as she opened her eyes. Opening her eyes did not help her vision. It was still dark, her vision completely obscured. A moment of fear past over her. Was she blind?

No, she wasn't bind. Not when her darkened vision adjusted caught the sight of nothing but messy vividly purple mane hair covering most of her sight. She could faintly hear the sound of soft breathing tickling her neck ever so gently. Ever so familiar. Fluttershy yelped and jumped up, flying off the couch and taking the once sleeping form of Rarity with her.

Rarity too screeched a which squealed screech, awaking all of the songbirds nesting in her home, causing them to chirp angrily at the disturbance.

"_Fluttershy, what in Celestia's good name was that for!"_ The unicorn cried out indignantly as she laid sprawled out on the floor. Fluttershy's eyes widened as far as possible. She hurt Rarity, how could she ever do such a thing! It didn't matter if caught by surprise, she still hurt the mare!

"I went to bed alone and woke up next to someone!" Fluttershy explained wildly as she attempted to help her friend from off the floor. "_I'm sorry,_ but you kind of startled me!"

Although clearly in pain and having every right to be mad at the jumpy pegasus, Rarity laughed lightly as she groggily pulled herself up off the floor. She quietly sat down on the edge of the couch next to Fluttershy,whose head was bowed, mortified by her own jumpiness. Rarity, unable to find any anger in her, merely smiled slight, her hoof patting the frozen pegasus' leg.

"Well then, I'm sorry for startling you, Fluttershy." Rarity yawned, leaning back into the couch and sitting rather awkwardly. "You just looked rather comfy and I wasn't about to disturb that, now was I?" She explained, her eyelids half closed as she watched Fluttershy closely.

Fluttershy nodded bashfully and looked back up, taking a deep breath in and out to regather her frayed confidence from the scare. Thought this only lasted for moment as she felt Rarity tuck her long slightly frayed fringe from out of her face and behind her ear. Though sightly petrified, Fluttershy still felt the thrill as though the events of two nights ago had just happened.

"I umm, I got to go put all the animals out and you know, my medicine." Fluttershy explained to the sleepy looking unicorn. "I know you like to sleep in so, um. How about you know... my bed is free. It would be much more comfortable then this old couch."

Though looking tempted by the offer made, Rarity shook her head and smiled at her friend and shook her head.

"Do you remember how I said yesterday was going to be yours?" Rarity reminded the shy pegasus before she could stutter anymore then she already had been doing. "I'll put the animals out and make you some breakfast." She added, nudging up along side Fluttershy and feeling as Fluttershy's soft skin scorched hot.

"This time, no one will bother us." Rarity murmured, leaning against Fluttershy lazily. "No Cutie Mark pest's, no parents dismissing you, just us."

Fluttershy liked the sound of that. Though, the mention of yesterday's brush off still left her very curious. She watched Rarity quietly rest her head on her shoulder and simply stared off, lost in her own thoughts. As much as she wanted to eave Rarity be, she knew that Rarity would want to walk about it.

Quietly and deeply regretting that she had to move, Fluttershy broke the embrace and wandered off into the behind her, she heard hooves slip off the couch and following her. The scraping of a chair told her Rarity was sitting back down as she dug quietly through her medication drawer.

"So did you spend a lot of time with your father?" Fluttershy spoke up, breaking the tense silence shared between the two of them. "He seemed rather..."

Rarity snapped her head back and looked upwards to Fluttershy, her eyes sharp as knives at the mere mention of her father. Fluttershy gulped. Perhaps Rarity didn't want to talk about yesterday.

"_Manic? Spiteful? Condescending?_ Or how about completely and utterly rude to you? You can choose the description, my dear. They're all correct assessments of his horrid, unforgivable behavior." Rarity finished Fluttershy's sentence, her voice high and dramatic, as though her father's words were still fresh in her mind, as though Fluttershy was still hurt by the rejection. Fluttershy smiled faintly for the unicorn as Rarity looked away and shook her head.

"No Rarity, It seemed like he really needed to talk to you." Fluttershy corrected for Rarity, causing the high strung pony to pause and turn her eyes back to meet Fluttershy's once more.

"_Right._ If he had wanted that, he most certainly did not take the time out to say something, anything to me." Rarity huffed, watching passively as Fluttershy took her medications. "No, instead I spent ten hours watching the Cutie Marks play like fools and eat like they never knew what food was."

Rarity gave an indignant snort as she tossed her long flowing mane over her shoulder. Fluttershy smiled at the slight as she rejoined the unicorn with her medication. She noticed Rarity's eyes scan the medication, still very much curious as Fluttershy swallowed her pills and, with a word of thanks to Rarity, sipped from a glass of water gotten by the unicorn's magic.

"I really missed you yesterday, you know. I hope you weren't alone all day..." Rarity admitted in a whisper, watching Fluttershy with a strange look of shyness for her. Fluttershy looked up from the glass with a soft smile for her blushing best friend.

"No... Mother dropped by for a visit, it was very pleasant." She assured Rarity and watched as Rarity's face lit up into a surprising mixture of vivid pink and bulbous purple at the casual mention.

"Oh my... how I wish I could have met her! I have this new spring catalog that I'm in the middle of designing. I would love to consult her." Rarity erupted, all sense of outrage and shock gone, replacing it with sheer excitement and envy of missing out on a meeting with Fluttershy's mother. Fluttershy lightly laughed at the reaction.

"I think she would enjoy that." She informed the now full fashionista mode unicorn, who looked like she was almost drooling. "But she's busy for now, She's finishing the last of her modeling jobs for the month and she's going on bed rest for most of the pregnancy."

"My, my; From what you told me, I imagine your poor father is not going to be too enthused with the doctors orders." Rarity observed, just thinking about how Fluttershy's parents were going to get very caught up with this whole pregnancy, just as her parents had.

Though it would be different. Fluttershy was older then she was when Sweetie Belle was born. She was much more prone to fits of jealousy then Fluttershy was. Mind you, she imagined Fluttershy to not even be the jealous sort even as a child, even if she had been raised that led Rarity to believe that Fluttershy had been coddled and doted on, though for very good reason, now that she knew the full story.

"No, not at all." Fluttershy managed to agree as she pulled her hand way from her mouth, grinning brightly. "She'll get fussy and when she gets fussy, she becomes high strung. I'm planning on visiting her every few days to keep her company."

Fluttershy paused, gave one look at Rarity, who perked up. "Perhaps you could learn that spell Twilight knows, the cloud walking spell." She added, smiling sweetly for her friend. "Then you could come. The more in her field distracting her the more she'll leave my daddy in peace."

Rarity grinned full on. She very much liked the idea.

"I would love too." Rarity gushed at the mere thought of joining Fluttershy up in Cloudsdale to meet one of her idols "Tomorrow I'll go over to the library with a peace offering I suppose. I just know I probably shook Twilight Sparkle. She's almost as sensitive as you."

Though some would view Rarity's words as a complaint against the pegasus, Fluttershy was not one of them. All she could do was smile at the unicorn Something was on her mind, something very person. Rarity could just see it in Fluttershy's eyes, lust, whether on purpose or accidental, was radiating out, causing Rarity to feel a tingle down the back of her spine. Those eyes of hers, so hypnotic, like the vampony's from those cheesy old horror films. Was She under the influence of the stare? No... of course not. What a silly idea.

Rarity shook her head, She had to put a lid on this. Though she was a dreamer, was not ignorant about how these feelings went. Rarity was just not a lady who would so quickly act to the whims of her hormone. Even if it was Fluttershy, sweet, gorgeous, surprisingly seductive Fluttershy. She watched as Fluttershy slinked away, her direction was to the fridge.

"I can handle the rest of this for you, now go on and relax." Rarity gulped, steadying herself. "You deserve to have a lay in."

Fluttershy paused and turned back to Rarity, her head was tilted as she looked over her friend curiously.

"Are you sure?" Fluttershy asked the unicorn, still looking very much uncertain with Rarity's confidence. "It's no trouble for me at all to could go and deal with the animals at least."

Rarity yet again shook her head. Her mind still wondering what Fluttershy would look underneath her in a less then pure way.

"I said it would be fine, Fluttershy." Rarity assured her, unable to stop herself from laughing at the silly expression on Fluttershy, if only to stop her thoughts. "Now please, I'm trying pamper you here, shoo!"

Fluttershy did not move. She stood there watching Rarity. Rarity rolled her eye sand stepped forward. With as much care as she had embroidering, She leaned in and pressed her lips gently again the pegasi's. Before Fluttershy could unfreeze herself and kiss back and completely cause the unicorn to melt, Rarity retracted, smiling lazily at her friend.

"There, now go on, shoo!" She once again ordered. This time however, she got through to the girl. Rarity smiled as she watched Fluttershy's wing lift her off the grown as she drifted clumsily out of the kitchen, her eyes drooped as she seemed focus on the affection just for her. The unicorn sighed and turned back her head to the refrigerator.

Fluttershy was such a lovesick dork at times.

A sudden pain shot through her hoof, causing her to yelp and jump. She looked down and glared at the source. It was that blasted Angel Bunny, almost as if he was physic. Rarity huffed and looked away, opening the fridge to find a carrot for Angel Bunny, when she found one, she leaned down, handing it to her.

"There you go, troublemaker, chew properly." She spoke, feeling proud about how well she thought she was emulating Fluttershy and her tenderness towards all creatures..

It was, however, not good enough. Before she knew it, the carrot had pegged her in the head hard enough for Rarity to see stars. Rarity shook here head and rooked down, finding that stubborn bunny glaring at her like she had gone something to offend him. Rarity glared back, her horn shining as it levitated the carrot in front of Angel.

"You have quite the attitude problem." Rarity haughtily observed. "I'm surprised Fluttershy could and would ever deal with the likes of you."

Showing the little defiant bunny that she was not one to be pushed around seemed to do the trick. Angel blinked and took the carrot grudgingly from the magic field. He stalked off, leaving Rarity with a look of satisfaction for her victory.

If handling the rambunctious rabbit was simple, then the rest of them would be but a breeze.

**...**

* * *

**...**

As Rarity quickly learned, she couldn't have been more wrong in her life.

Convincing the animals that she was every bit as competent as Fluttershy became a nightmare. The assortment of creatures was overwhelming, From the smallest of bees to icky snakes, to an actual bear with a sprained back. How dare Fluttershy sit there and act timid when she was rehabilitating a bear!

Now she was sitting here in Fluttershy's doorway, cleaning that dreadful mud from out of her hooves and ignoring what she imagined to be snickering from that awful bunny of Fluttershy's.

Finally clean and choosing to ignore the bunny watching her, Rarity trotted along to the kitchen determined to finish the breakfast she had started and rejoin Fluttershy in her warm, comfortable bed. It was still hard to believe that she was doing all of this. Falling for a best friend, for a mare no less.

As hard as it may have been believing current events, now she had to do her very best to fight the constant thoughts about Fluttershy's kisses. Inexperienced but fool of a passion Rarity rarely witnessed from the pegasi , nor experience herself. She really should not have had been surprised by Fluttershy's confession without words. Having had much time to think about it while at the family get together it had become so clear to her.

Three years ago during the Winter Wrap Up Festival.

_..._

"_Rarity you have no idea how happy I am with these nests." Fluttershy complimented, her voice sparkling bright. "All of the birds are going to love them. I think you have really outdone yourself this year. That shining ribbon lining will really help if I need to get to the nests in the dark."_

_Rarity smiled dazzlingly, throwing her mane over her neck as Fluttershy rejoined the unicorn after setting the final bird nest into the tree overlooking Ponyville. This years Winter Wrap up was now officially completed for the two of them the rest of the day to hang out and relax while they watched the rest of the ponies do their jobs._

"_It's always fun to be creative. Besides, we make a pretty good team." Rarity pointed out, smiling to her friend. "I build the homes and you find the perfect spot for them."_

_Like clockwork, the moment Rarity had showered Fluttershy with praise, the girl clammed up, bushing and murmuring a half dozen excuses for her accomplishments. Like she was ashamed of her own talents as quite possibly the greatest animal caretakers Rarity had ever met or would ever meat._

_That assessment would be kept to herself. The last thing she wanted to do was watch as Fluttershy burnt a hole through the planet from sheer embarrassment._

"_No! Take them to the edge of Ponyville just outside the Everfree forest! Do I really need to do this by myself?"_

_Rarity watched as Fluttershy tighten ed at the words of Rainbow Dash being roared overhead of them. The Unicorn looked up and followed the distracted pegasus zooming across the sky, her arms waving her fellow team members along impatiently. Rarity frowned and turned back, noticing that Fluttershy had left without her. Walking down in the direction of the ice skaters._

_It took a bit of energy on her part, but Rarity caught up to the aimlessly wandering Fluttershy, who looked back, a weak smile for her. She looked so... ashamed._

_Fluttershy as Rarity learned, was not friends with Rainbow Dash in the slightest. She was never rude whenever Pinkie Pie invited her along during their gatherings, but neither was she as warm as she was to Applejack, Pinkie Pie or herself. Rarity, who knew Fluttershy to be a good judge of character followed her lead._

_This sort of behavior from both Fluttershy and Rarity was not a state secret. Applejack and Pinkie Pie would routinely try to bring the group into a harmony, to no effect. Though Rarity had no issue with the Pegasus, Fluttershy, Rarity's best friend, did. Loyalty to Fluttershy and her distrust was unshakable to her., so naturally, Fluttershy's enemies became hers. _

"_You still don't like her, do you?" Rarity asked the obvious to the pegasus, warming up her chilly demeanor. Fluttershy shrugged her shoulders as she continued to walk down the dirt road passing by her home._

"_She's... different, nicer." Fluttershy admitted, looking up to meet her friends eyes. "But it doesn't change anything. Maybe it will one day, but not now."_

_Rarity nodded, however she was not quite pacified. She really wanted to know. All she had were theories and a few spoken words by both of the pegasus ponies. The secrecy was starting to wane on her. Though, she did doubt it was secrecy. It was more along the lines that Fluttershy was too polite speak ill of her friends friend and Rainbow Dash was probably obvious to Fluttershy's lack of genuine acceptance._

_Slowly, her serious expression formed smile and quietly, she said "And let me guess. You're still not going to tell me, why?"_

_Fluttershy stopped walking. She turned to face the unicorn head on. Her expression was that of the very definition of seriousness. Rarity's smile died as she unconsciously felt a fear rarely felt when Fluttershy was involved. She wasn't mad, nor was she happy. She just stood there, staring._

"_The last thing I want to do is start anything over it." Fluttershy dismissed, her voice as soft and sweet as always but there was a shadow of something. Something more strong. Please Rarity," She added in the form of a request. "Could you drop it, for me please?"_

_Rarity once again nodded her head. As soon as she did it, Fluttershy's neutral expression pulled upwards into a smile. Yes she would drop it, for now. As the two of them reached the peak of the rolling hill, they paused, overlooking the frozen lake with great amusement at the sight._

_There was Pinkie Pie, moving nearly as fast as Rainbow Dash on the ice. So fast she was nothing more then a pink blur firing up and down the ice. Suddenly, Pinkie Pie launched herself high in the air, doing a triple axle before landing perfectly, giggling wildly and cheering at her own success. She looked up into Rarity and Fluttershy's direction, her eyes widening in excitement._

"_Oh OH, Rarity! Fluttershy! Wanna come down and help me break up the ice?" Pinkie Pie cried out like she hadn't seen the two in many years "It's a lot of fun and I could use the help!"_

_Rarity shared a small smile with Fluttershy and turned back to Pinkie Pie._

"_Of course we shall." Rarity affirmed, moving down to meet Pinkie Pie who had kicked two pairs of stakes, one for each of them in their direction. They were immediately caught by Rarity, who laid them down in front of her and took a seat, pulling them on her hooves. She looked to her side. Fluttershy was no where to be seen at her side. inside she still sat there several feet behind the unicorn, unable, or unwilling to move._

"_Fluttershy?" Rarity called out as she finished strapping her own skates on. "Fluttershy are you coming?"_

_Fluttershy did not reply. Frowning slightly, Rarity tenderly trotted over to sit down next to the suddenly rather shy looking pegasi. Rarity leaned in and gently pushed the girl on her shoulder. Catching her attention. Fluttershy giggled nervously and shook her head as politely as she could._

"_Oh no thank you, Rarity... you go ahead I-I'll just watch." She politely refused, Smiling confidently as though she could fool her best friend. Rarity smiled, tilting her head to so her eyes would look into Fluttershy's downcast._

"_But Fluttershy," Rarity reaffirmed to the nervous pegasus. "I want you to skate with us. Even if you don't know how to."_

"_N-No... It's better I don't." Fluttershy sighed, her head low, still refusing to give reason to her lack of confidence. Behind the two of them, Pinkie Pie staked up to the edge of the ice, grinning bright at her two bestest friends._

"_Come on Rarity, we'll convince her too if she watches how easy it is!"Pinkie Pie tried to reason with the unicorn, tugging on her tail with her teeth._

_Although annoyed at the pain shooting through her backside caused by the earth pony, Rarity frowned to herself. Pinkie Pie did have a point. They would show her just how much fun skating was. Rarity backed away from Fluttershy, still feeling slightly guilty for leaving her. But Fluttershy did not seem to mind. She seemed to have actually wanted to watch her two friends dance all over the ice._

_She felt as the ice grace against the blades on her hooves. Ignoring the sudden amount of friction underneath her, she gracefully glided away, her troubles at easy as she followed after the less graceful and much more extreme skater, Pinkie Pie, who gleefully cried out as she did a full spin in the air and landed._

"_Why doesn't Fluttershy like fun, Rarity?" Pinkie Pie inquired as she slowed down next to Rarity. "She doesn't go to sleepovers, she doesn't ice skate, she doesn't really like the huge parties I plan."_

"_I'm not entirely certain Pinkimena. Fluttershy is just a different sort of pony." Rarity admitted, using her full name if only make the earth pony annoyed."Though to be fair, even you have to admit your parties are rather loud and near uncontrollable at times."_

_Pinkie Pie rolled her eyes._

"_Duhhhh, Parties are meant to be crazy good fun, Rarity." Pinkie Pie exclaimed like she was the connoisseur of party planning. "Who would ever want to go to a party where everything and everyone was boring, boring boring!" She sighed, tsking Rarity, adding. "A dull party... that's just plain old silly talk."_

_Pinkie Pie hopped away, despite being on slippery ice, leaving Rarity alone. She frowned and turned back to find Fluttershy. Fluttershy however was not there any more. Rarity felt a knot nearly explode in the pit of her stomach. Fluttershy must have left having figured Rarity was having too much fun to hang around with her anymore._

_A sudden 'oh my' caused Rarity's attention to be turned away from her guilt and plans to quietly excuse herself from Pinkie's. It was Fluttershy standing there less than confidently on the ice, taking baby steps towards Rarity despite wearing Stakes. She looked rather shaky. Rarity quietly commended Fluttershy for attempting something new and skated over slowly so she did not startle her friend in such a precarious place._

"_Here you go Fluttershy." Rarity called out, coming along side her. "Lean on my weight and we'll take this very slow. Did you put your stakes on properly?"_

_She looked down finding Fluttershy had indeed done it properly. Fluttershy bowed her head, almost embarrassed._

"_My daddy and I never quite got past the putting stakes on part." She admitted, pink tinging her cheeks._

_Rarity attempted not to flat out laugh at the remark, instead she nodded and slowly moved the two of them along, moving at a snail's pace. Unfortunately Snails pace for her was enough for Fluttershy to yelp and squeal nervously as though Rainbow Dash had nearly broke the sound barrier only inches above them. _

"_Go Fluttershy! Auntie Pinkie Pie is sooo excited!" The two of the heard Pinkie Pie cheer on wildly as she did yet another triple axle. Rarity suppressed the urge to giggle as she watched Fluttershy scowled. _

_Fluttershy just hated it when Pinkie Pie figured she was older then her._

_..._

"_Rarity, I don't mean to bother you and forgive me if it does, but. I- um, I'm really in need of something to eat."_

Rarity's thought process broke at the sound of Fluttershy's passive request. Fluttershy, breakfast, she almost nearly forgot!

"Coming right up now Fluttershy!"

Noticing the eggs and pancakes were ready, Rarity dished them up, inwardly wincing. Fluttershy needed food, not because she wanted it, but out of necessity. She chastised herself for being so airheaded as she levitated plates and forks and pushed them towards the stairs.

Rarity felt her heart drop as she found Fluttershy laying there. Fluttershy was blinking wildly, as if she was delirious. Her head was bobbing back and forth. She was trying to maintain some sense of balance as she waited patiently for the unicorn's return. Rarity didn't waste a second longer,

Fluttershy didn't speak, she merely dug in, leaving Rarity feeling with guilt building in the pit of her stomach, making company with Fluttershy much more unbearable. She hadn't really realized just how important a schedule was to Fluttershy. That being chronically ill meant life had to be dictated much more carefully.

Well never again would she do this to Fluttershy. Rarity promised herself; She would just let Fluttershy handle the animals, even if she planned on pampering the pegasi.

...

* * *

...

Breakfast was quiet between the two of them. Rarity didn't mind the silence.

Fluttershy was busy trying to settle her stomach and have her balance return to her by eating down her breakfast and digging into Rarity's half eaten plate like she had been Pinkie Pie in pegasus form. Rarity didn't mind, she wasn't in any mood to eat as it was.

No, she was too busy thinking about what had happened all those years ago. How obvious it all seemed now. How guilty she felt for potentially leading her very best friend on, while chasing after a fantasy known as Blueblood, while never paying mind to those who loved her only inches away.

How such a wonderful day like Winter Wrap Up could turn so bad...

"You know. I think I found it." Rarity spoke up. Fluttershy looked up from Rarity's Pancake and smiled vividly, her head tilted curiously.

"Found what?" She curiously inquired All Rarity could do was smile at how unassuming Fluttershy was.

"The moment you first started having feelings for me."

Fluttershy stopped chewing the last of her breakfast and simply stared at the unicorn who laid there, smiling slightly at the sight of the surprised pegasi.

"Three years ago, Winter Wrap Up." Rarity leaned in, smiling as she grazed through Fluttershy's feathers. "You tried to skate for the first time. You fell, Pinkie Pie for got how to stop... she cut open this wing."

Fluttershy nodded as she too looked down to where Rarity's hoof was grazing so tenderly. Slowly she pulled her wing open, shyly deciding her secret was safe in Rarity's hooves. Rarity smiled softly at the the exposed scars, completely unperturbed at the inherent ugliness that the pegasus figured they were. With the smallest of looks for her uncertain best friend, Rarity leaned in, her soft lips pressing softly against scar tissue, so carefully hidden away by Fluttershy for all these years.

She could feel Fluttershy tighten up at the affection. It seemed she was still not use to the idea that someone wasn't there to judge something she could not change.

"You bled everywhere." Rarity recalled, trying not to remember that horrible day too vividly as she pulled her lips back. "Pinkie Pie went to go get help and you laid there in my hooves. You said that it didn't hurt, that you weren't afraid because I was the one holding you. You gave me a look... Like I was a savior..."

Rarity trailed off, she exhaled slowly as she levitated the empty plates off the bed and back down to the kitchen, her eyes never leaving Fluttershy's.

"I got sick afterward and lost forty pounds." Fluttershy recalled as she set her fork on her now empty plate. "I spent most of a month in Cloudsdale General."

"I remember." Rarity agreed solemnly. "Pinkie Pie was completely devastated by the event. She thought you would never want to be friends with her ever again. It took Applejack holding her and me explaining it was just an accident to at least calm her down."

Rarity sighed to herself, feeling Fluttershy shiver next to her as her gentle breath grazed against the pegasi's neck.

"Then you came back home." She whispered, looking at Fluttershy with big, dull eyes. "You were so skinny, like skin just hanging off bones..." She shook her head lamely. "I never really put two and two together. Is that what happens? You get sick, you lose a lot of weight and it takes months to recuperate?"

Fluttershy didn't answer the question. instead, she leaned in and surprised Rarity with the cutest kiss on the tip of her nose she had ever had.

Well... technically it was the first kiss on the tip of her nose Rarity had ever received from someone other the her mother, but it certainly was the cutest! Especially just how red Fluttershy managed to turn.

"You were almost right, about the day I was first attracted to you." Fluttershy changed the subject, a smile in her voice. "Close... but not quite..."

Rarity blinked once. Was Fluttershy attempting to evade Rarity, was she purposely trying to be coy? Well... Two could play that game.

"Fluttershy, if you ever, ever find yourself not feeling well, you don't have to run away to Cloudsdale right away." Rarity insisted, her forehead pushing against Fluttershy's. "You just have to come to me first... I always be here for you."

She paused, blinked away the mist in her eyes and added. "Sick or not, you disappearing like that, without so much as a good bye... It really hurt me. It hurt all of us."

Fluttershy nodded, then, in a moment of strangeness that surprised Rarity, Fluttershy laughed.

"I wouldn't mind having a personal nurse." Fluttershy chirped happily. "I mean, if you don't mind and so long as I can be there for you when you're sick."

Rarity smiled. Rarity didn't expect less from Fluttershy. Suddenly, her small smile turned into a full grin.

"Actually this gives me a wonderful idea." Rarity told Fluttershy. "I could make you one of those absolutely adorable nurse outfits. That way I would be more inclined to get ill just to see it put to good use!"

Watching Fluttershy blush only widened the smirk on Rarity's lips. Fluttershy still had miles to go before she could go toe to toe with Rarity in the coyness department. Still, she was rather happy that Fluttershy's heart was melting enough to at least take the risk of teasing the one she was interested i-.

She paused her self congratulatory behavior the moment she noticed Fluttershy lying here next to her, simply watching the unicorn as though she had grown a second head. As though she had become the most interesting only in Equestria. She was biting her lip looking as though she was in a strange internal struggle with herself.

_Oh Celestia._ Rarity knew exactly what she was fighting. She had to hoof it to Fluttershy for being able to control herself for so long.

"I... I think I should go out and get some air." Fluttershy quietly excused herself, breaking eye contact and turning away from Rarity.

Rarity watched, feeling so helpless by Fluttershy's hasty departure from off her bed, leaving Rarity all alone. The pegasus stepped away, her head bowed low, ashamed at herself. Ashamed... Ashamed for what? Having these feelings. Feelings that were raw and uncontrollable, even by years of self imposed suppression and devotions to all other people in her life?

No... No. Rarity wasn't about to let this moment slip away from the two of them.

"_It's okay Fluttershy."_ Rarity stressed , her voice rough, forcing Fluttershy to look back into the unicorn's look of determination.

"_Just... let yourself go." _She sighed, pleading with the pegasus. "If you want me, the only thing stopping you is _you._"

Fluttershy didn't speak, she just looked, her eyes penetrating hers. Such.. such intensity fueled the Pegasus's gaze. Intensity Rarity knew existed but was locked away like Discord. With no warning for Rarity, Fluttershy's wings raised and slowly started to flap, raising her body high into the air. She hovered high over Rarity still looking rather lost.

"Rarity I-"

"No words. no spoken love letters, which I know you've got in mind." Rarity cut her off, shaking her head with a smile on her lips. "As much as I want to hear your beautiful voice... I just want you to show me how you feel... so please... just let yourself go..."

Her words, her acceptance broke Fluttershy's worries. The doubt in her friends eyes was gone. Doubt that should not have existed since that night only two days ago. Regardless of the pestering annoyance that was Fluttershy's confidence, Rarity felt a tinge of thrill as she watched the pegasi descend slowly back onto the bed and landed with great care over her, her body perfectly lining up with Fluttershy's.

As Fluttershy's lips touched so sweetly against hers and yet, so in control. All thoughts about boundaries she wanted to keep up flew out of the window. For now, if only for this moment. She just wanted to focus on the gentle passion she was learning from Fluttershy.

_Her Fluttershy..._

**...**

* * *

**...**

_Knock, Knock, Knock ,_ **CRACK**

"_OWWWWW!"_

If the knocking on the front door hadn't woke up Fluttershy from her nap, then the sounds of the door cracking and the cries of a pony coming from outside certainly did. Though loud enough to bother Fluttershy, it certainly hadn't bothered Rarity. Fluttershy, with the faintest of smiles and the gentlest of touches, pulled herself from out of Rarity's embrace and hovered out of the room in an attempt to not disturb the sweet unicorn.

This morning had been so... magical. To finally be completely in charge of The unicorn so unafraid to give up her control to her. There were some lingering worries. Notably where they stood, earlier as they laid together, she had probed Rarity for some answers, she was however very vague about where they stood.

Fluttershy didn't want to be a friends with benefits kind of mare. She wanted to be with Rarity. She would listen to Rarity's concerns. She would slow down even if that was what Rarity wanted. She just... she wanted to know if this was going somewhere bigger then either of them apart. Fluttershy, despite her silly fears knew in her heart that Rarity wanted the same thing. Rarity, like Fluttershy was just as nervous as her, just in different ways..

_Celestia,_ her Mother and Father was right. Love was such a messy feeling.

Fluttershy paused briefly to give her little Angel Bunny a kiss on his forehead, the affection annoyed the bunny to no end. Still her mind swimming with thoughts of Rarity and her lips tingling from being nearly numb from the passion between them, Fluttershy brought herself down to the floor and tiptoed towards the front door, leaning into the peep hole.

Sprawled in her doorway was a grey furred, blonde maned mare mailpony, nursing her hoof like she had hurt it. It was Bright Eyes. Fluttershy checked the time. It was barely nine. she was here usually by noon. Perhaps it was a shift change down in the mail offices. Fluttershy trotted quickly to the coffee table, retrieving her letter to her father and wandered back.

Fluttershy really liked her, Bright Eyes. She was one of the few pegasus ponies that she could trust quickly. They were both... different then the others. Like Fluttershy, she was always a bit of an introvert, preferring to spend time alone then with others and when with others she was very... clumsy, horrible clumsy to be exact. She could not blame Bright Eyes for staying away from others. Bright Eye's had a whole selection of horrible nicknames used against her. Derpy Hooves, Ditzy Doo... Such mean titles...

It also did not help her that she was one of the abandoned. A pegasus pony born different, too different for the parents to handle. How did she know this? Well her it was here mother of all people. She recognized Bright Eyes the first time she dropped one of Fluttershy's Bi-weekly letters to her. According to her, Bright Eyes and Fluttershy shared the same doctor just before she nearly lost her wings to infection and disorder.

This was all a very long time ago. So long ago, the memory had faded into obscurity. When she learned this, she did recall one thing. The two of them had a tea party in the children's room of Canterlot General Hospital. Bright Eyes... Fluttershy was certain the that she broke her chair, or got stuck in it. Something silly like that.

She opened the door and smiled wider than usual to the mail pony.

"Oh, Hello Bright Eyes." She greeted as bright and as cheerful as the sun and Pinkie Pie combined. "You know you've come very early. Can I help you?"

"Hello Miss Fluttershy, I know I'm here real early, sorry if I woke you up." The mail pony greeted and apologized right away, her voice, though feminine, it still had a strange tinge of slurring to it. "I actually was hoping if I could speak with you, if that's all right with you."

Fluttershy tilted her head. In the many years of service, she and Bright Eyes never had a full conversation before. Having one now seemed so odd, though it was welcomed.. Regardless of her own thoughts, Fluttershy obliged the only slightly older pegasus pony. She stepped outside into the bright morning sun closing the door behind. She did not want to disturb Rarity, sleeping so peacefully.

"Is something the matter, Bright Eyes?" Fluttershy questioned, smiling gently. "Is there anything I could help you with?"

Bright Eyes simply nodded at the words. She stood there still for a moment, confusing Fluttershy until finally, the mail pony grew frustrated and turned back towards the edge of Fluttershy's yard.

"Dinkie! Come on out now." Bright Eyes ordered to the gate covered in vines and bushes. "You're not fooling anyone!"

Silence was her only answer, leaving Bright Eyes simply scowling at the bushes. It wasn't long until finally. A unicorn poked her head out of the gate and slowly came towards the two older mares, her head bowed in a mixture of reluctance and shame for being called out so publicly by her cross mother.

_Mother?_ Fluttershy blinked and looked again to Bright Eyes with a renewed curiosity. _Since when had she been a mother?_

Her child came closer to Fluttershy, moving shyly. _Sandy blonde mane, grey fur, unicorn. _

It was the Filly whom called her _Klutzershy_ yesterday.

_Who called her disabled..._

"My muffin told me what she had said to you the other day." Bright Eyes spoke loudly to Fluttershy, both calling out her child and inadvertently keeping Fluttershy's thoughts from turning completely negative. Well, it succeeded in further humiliating the child. Dinkie looked how Fluttershy felt.

"She was feeling guilty about being so mean, I suppose." Bright Eyes huffed out. Fluttershy nodded, if only to give the other pegasus the illusion that she was coherent.

Dinkie stopped in front of her mother and Fluttershy. Her cheeks hot and her head bowed low as though pretending to be incapable of sight any higher then the ground. Regardless, Fluttershy and Bright Eyes both held their gaze over her.

"Dinkie, is there something you want to say to Miss Fluttershy?" Bright Eyes inquired, her voice terse as she stared down at her child.

The child did not speak. Fluttershy did so for her.

"Bright Eyes, It's forgiven, there is nothing to worry about." Fluttershy assured the mother. "It was just words, no harm, no foul."

Bright Eyes, however, shook her head. Not accepting the forgiveness displayed by the young pegasus.

"No Miss Fluttershy, it was not just words." Bright Eyes admitted, shame laced her her voice. Fluttershy tilted her head and turned to look down at little Dinky, whose hoof was shuffling in the dirt, pretending to be casually amused by the sifting.

"_Dinkie,_ why don't you tell Miss Fluttershy how you were planning on scaring and letting her animals run wild as a prank?" Bright Eyes called out loud, her eyes managing to narrow at her daughter.

Fluttershy's eyes widened in shock. She turned to young filly reproachfully. It was one thing to make fun of her issues, but why would this child ever find humor in frightening all of the animals she cared for? There was still no answer as Dinkie absolutely refused to look into the eyes that had melted hearts harder then hers.

"_Why would you do that?" _Fluttershy managed to get out of herself, her voice barely above a whispered whimper.

Dinkie shook her head, still refusing to look up at the pegasus pony. But it was clear as day to the pegasus ponies that she was struggling hard until finally, she cracked her stoic refusal to look at Fluttershy and accept her guilt. She glanced upwards, meeting Fluttershy's stare. It didn't take long for Dinkie's facade of calm disinterest fell apart at the seams, her eyes tearing up as she begun to sob hard, her eyes overflowing with tears.

Somehow, Fluttershy managed to find even more sympathy for the child and leaned in hoof patting the filly carefully, earning a loud hiccup and the sobs continuing freely escape. Fluttershy looked over and noticed Bright Eyes looking conflicted between comforting her child and wanting to discipline the filly as she intended.

"Well, go on, answer her, Dinkie." Bright Eyes gently urged the child. Dinkie sniffed and blew her nose against her arm rather childishly and looked, her mouth opening and closing as she searched for an answer. Finally she dried her eyes and shook her head.

"_I don't know."_ She mumbled nearly incoherently. "_I just..._ _I didn't think."_

Fluttershy gazed at the child, hoping that Bright Eyes would not be upset with the answer. The poor thing was confused, confused and just as hurt s she was. She really didn't want to chastise the child, but she knew she could not let her off so freely. She could a the very least tell the child how she felt.

"You know... you're the very first unicorn to ever hurt my feelings." Fluttershy admitted to the child, watching the little unicorn tear up once again. "Calling me Klutzershy saying I was useless. It may seem like childish insults to you, but it me who you're hurting. Someone you didn't even know."

"I'm happy you feel remorse, Dinkie, it shows that you are genuine, so I'm more than willing to forgive you for the name calling." Fluttershy reassured the child. "But it doesn't make it all alright that you would torment my animals if only to pull a prank on me." Fluttershy shook her head, adding "They don't deserve that cruel behavior."

Dinkie dried her eyes and nodded her head, submitting to Fluttershy's words. Bright Eyes looked from Dinkie to Fluttershy, apparently agreeing completely with Fluttershy's sentiment. Fluttershy inwardly sighed, wishing herself back inside in Rarity's arms. Not because she disliked either of them, but because thoughts of the old days were coming back. The Pranks, the words, aggressive filly's and colts, not liking her. Tormenting her over and over again.

"Miss Fluttershy, Dinkie is going to have a lot of spare time thanks to being grounded for the next few weeks." Bright Eyes informed her, despite the protesting cries of the child. "I was wondering if you would like to have an assistant. Or someone who could tend to house chores."

Coming back to her senses, and noticing the look of outrage on Dinkie's face with a slight smile, Fluttershy shook her head mercifully.

"No house chores, but I would like very much to have an assistant." Fluttershy politely requested, still looking on the child. "So long as she doesn't try to frighten everyone." She added, her voice much more serious.

"Oh, don't worry. You have my word she won't be doing anything like that." Bright Eyes vouched, she too was staring at the little one, adding. "Dinkie Hooves, go on home now. Please behave for Miss Carrot, or I'll hear about it..."

Fluttershy watched silently as the child nodded her head and trotted away, her head still bowed low in shame. She felt so bad for the little filly. Perhaps Bright Eyes and her had been a bit too tough on her.

"I'll drop by when I need some help." She finally spoke to the mother standing next to her. "Thank you for telling me, Bright Eyes... I just kinda thought she was curious about seeing the animals, which I'm perfectly fine with."

Finally looking away as her child vanished from her sight, Bright Eyes turned back to face Fluttershy. Her eyes squinting hard as she attempted to focus them. She sighed and smiled regretfully.

"I'm not sure what's gotten into my little muffin, usually she's very well behaved. To think she would do this..." Bright Eyes apologized profusely to the younger pegasus. Fluttershy, however, shook her head. She did not want, nor need an apology from an innocent pony.

"Everyone is capable of having a bad day." Fluttershy explained away with softest of smiles for the fellow pegasus. "I-I would not dare impede on your parenting, but try not to be so hard on her." She softly requested. "She has a lot of growing to do ad everyone makes mistakes at such young age."

Bright Eyes looked thoughtful as she took in the wise words spoken by Fluttershy. Her look of sad regret turned into a bright smile and she turned, surprising Fluttershy with the most random of hugs. Fluttershy tightened, her mind on he difference between this hug and the ones received by Rarity.

Rarity were gentle, caring, near intimate how she slinked on in and took what was hers.

Bright Eyes were like she was purposely trying to break her ribs.

"Yes, you're right." Bright Eyes agreed as she finally allowed Fluttershy to leave her grip. Thank you for the clarity... Anyway, I notice you have a letter. To your mother?"

Fluttershy shook her head, smiling.

"No, to my father." She corrected, handing the letter over and digging into her satchel for a few gold bits. "Could you deliver it to Club Wh0oves instead? He will probably be there around this time. Thank you so much."

"No problem," Bright Eyes waved off easily. "Again I'm real sorry for everything that happened, Miss Fluttershy. What Dinkie did won't happen again."

Fluttershy smiled. and took a step back. "I'll forgive you if you just cal me Fluttershy from now on." She bargained with the mailpony.

The older pegasus nodded her head vigorously, looking very satisfied with the compromise made by the two of them. Bright Eyes, smiled brightly and lifted herself off the ground, with a final wave she head into Ponyville with the grace of a turkey flying.

Fluttershy giggled softly. Bright Eyes, it seemed, was nothing other then a sweetheart. She closed the door. Speaking of sweethearts, she reckoned she left hers for far, far too long all by herself.

Fluttershy smiled. Perhaps Rarity wouldn't mind it if the two of them did little more exploring... only a little more.

**...**

* * *

**...**

**Before I get in trouble. Yes, Bright Eyes is Derpy. Yes, I know her name in canon is Derpy. No, I haven't forgotten it, the name will play a predominate role and she will be referred as Derpy on occasion, notably by everyone other then Fluttershy.**

**Thanks for reading. You have no idea how happy this chapter is done.**

**Disclaimer: In case you have forgotten already. I am by no means bashing Rainbow Dash. She's awesome, I like her, so relax. I swear she's not getting the shaft by me, so don't worry.  
**


	8. First Impression

**By Celestia's perfect ass. I'm back.**

**Well, I wasn't gone to begin with. This chapter slowed me down because it had to be perfect. Well. I'm satisfied with it and I hope you'll like it. Thanks for the wait, thanks for all the kind words. I'm already 6 pages into the next chapter, meaning a quicker release for the next chapter**

**...**

**Chapter Seven: First Impression**

**...**

"_Oh Celestia, Oh Celestia, **OH CELESTIA!** Fluttershy, I'm so, so, so, so sorry!"_

_Rarity ignored the icy cold of frozen pond, the warming seeping ever flowing red now staining her white coat, the screaming and apologies of an extremely distraught Pinkie Pie unsure of what to do as her mane drooped down, here eyes watering as tears threaten to overwhelm the last of her senses._

_What Rarity was focused on was poor, sweet Fluttershy, laying limply in her hoofs, the side of her head resting. Her wings were slashed open spilling her blood everywhere, yet she made no noise. She simply laid there in a shocked daze. neither Fluttershy nor she wasn't quite sure how it all happened. All she could remember was that a skating for the first time Fluttershy fell. As Rarity tried to gather her friend up, an overenthusiastic Pinkie Pie lost control. _

_Then the unthinkable happened. Pinkie Pie's sharp skates ran over Fluttershy's fragile wings with the most sickening riip that Rarity could ever imagine._

_Now Fluttershy simply laid there like she had been Rarity's child, her eyes darting back and forth wildly as her ears absorbed the wailing of the earth pony so close to her. The wailing flowing freely from Pinkie Pie looked as though it broke the injured mare's heart. _

"_Oh... please don't cry, Pinkie Pie." She mumbled faintly. "You did nothing wrong. It was my fault."_

_Somehow, Fluttershy's taking all the blame on served to make Pinkie Pie sob even harder, causing the injured mare's eyes to tear up as well, not from the pain, but from not being able to comfort her friend. Rarity smiled as confidently as she could gently running through Fluttershy's blood soaked mane, gently shushing her into complacency. Under Fluttershy's watchful eyes, Rarity looked up, her horn simmering brightly as her magic forced Pinkie to divert her attention from the pool of blood , to the unicorn._

"_Pinkie Pie. Fluttershy is going to be alright." Rarity promised the panicked mare. "You need to go find Nurse Redheart and tell her what happen and get her down here."_

"_O-okay..." Pinkie Pie stammered out, looking lost and frightened. "I-I'll be back. Fluttershy, please don't be mad, I- I didn't mean to."_

_Pinkie Pie, though saying she would leave to get help, was frozen solid as her her hoof was unable to leave the dazed look closed her eyes, focused her magic and forced Pinkie Pie to stand up, prying the morose earth pony off the pegasis. _

"_She's not blaming you, Pinkie Pie. She'll never blame you, Pinkie Pie. However I will if you don't hurry up get some help!" Rarity all but shrieked at the mare, snapping her from her shocked state. _

_Pinkie Pie launched herself across the ice, up the snow bank and towards Ponyville, Leaving the blood soaked Rarity behind with the injured Fluttershy._

"_Rarity it's okay.. I.. I don't really feel anything." Fluttershy whispered, blinking rapidly as she tried to focus. "Are they even there?"_

_Fluttershy shifted her weight even more on the slashed open wing, causing the pegasis to yelp and cry as pain shot through her body. Rarity cried out and shushed the mare, pushing back into the softer resting point. Her hooves moved around Fluttershy's body in an attempt to keep her immobilized. _

"_Of course they are, silly." Rarity chastised the injured pony, her lips forming a smile as though it would comfort her. "You're laying on an ice pond, of course you're not going to feel your wings."_

_Gently, Rarity turned Fluttershy's head so that she remember that she was, indeed laying on freezing ice._

"_Oh...oh yeah." Fluttershy breathed softly, sounding very foolish. Rarity coud not help it, she chuckled softly._

"_Help is coming. Just...just try not to move. Please?" She assured her friend. fighting off the sudden urge to shed tears. _

_She was much, much more frightened for Fluttershy then she wanted to show the hurt pegasis. _

_Fluttershy was still bleeding hard, despite her best efforts with magic and three scarfs now seeped through with blood and never looking like an end tp the blood loss was in sight. Fluttershy, on the other hand. Did not looked fazed at all. _

"_No matter..." She whispered. turning away from the ice and nuzzling to Rarity's lap. 'I just feel... okay... I feel...so safe with you."_

_Rarity blinked away the mist forming in her eyes. Fluttershy's words were comforting her more then she could comfort her friend._

**...**

"It was an accident, honest! You can't seriously not be talking to me."

"That's right, I'm not talking to you. You knew for a fact that you weren't confident with that cleaning spell and now look at me. My hair is mostly singed off and I'm greeen!"

"**WHAT THE HAY IS WRONG WITH BEING GREEN?"**

Rarity blinked and looked up. Thoughts of the old days going back into the pits of her memories. She turned back and found Two ponies looking ready to murder one another.

"Ladies, Ladies, control your tempers!" Rarity's high strung voice silenced both Bon Bon and Lyra, who was shaking with unfiltered rage directed for the much more feminine Bon Bon. "Lyra, might I remind you that you're turquoise, not puke green like Bon Bon. Bon Bon, I can fix this so long as you hold still."

Both Bon Bon and Lyra fell silent, Though Bon Bon had enough sense to hold still, Lyra was grumbling to herself about be almost green skinned. Rarity sighed and went back to her radical surgery on Bon Bon's once gorgeous mane that use to nearly touch the top of her legs. Now blasted apart like as though that clumsy Derpy had decided to fix her hair.

The earth pony's mane wasn't as bad as Bon Bon made it out to be, all it would take is a lot of scissor work and moisturizers. Rarity ran a comb through Bon Bon's two toned hair, collecting the damaged strands and working them over with scissors. One thing was for certain. Bon Bon would be wearing her mane a lot shorter than she was use to.

She glanced over the rest of Bon Bon. The fur, once a gentle cream color was now as she earlier described it, sickly green. However , working the magic accident out of Bon Bon's fur was not Rarity's forte. No, she would focus on her area of expertise before even touching something that serious.

She looked up, paying casual attention to her companion, the glowering Lyra who was pacing back and forth like she knew she was in trouble, and rightfully so, but was too stubborn to admit it had been her fault. Rarity wondered if Lyra had been awake during the three rudimentary rules to magic.

_Rule Number One: You do not perform spells you're not trained in._

_Rule Number Two: You do NOT perform spells you're not trained in._

_Rule Number Three: If you feel you can do the spell, despite not having the formal training for it, refer to rules one and two._

They were rules first created as a humorous joke by Princess Celestia, but became unofficial rules, very bendable rules though. Not so much enforced amongst the unicorns who lived with magic day to day but for the other species. Notably for Earth Ponies who feared what they did not understand. Over six hundred years ago Earth ponies, frightened by their seemingly unlimited abilities of unicorn magic begun an Equestria wide persecution of all thing magical in nature.

It had gotten so bad that the Great Equestria Crisis occurred, plunging the three species into near certain war. The Earth Ponies frightened of subjugation, the Unicorns, tired of the xenophobic behavior of the magicless and the Pegasi, determined not to get involved in the conflict, mediated between both sides.

The pegasi were by no means pacifists, in fact, throughout pegasis history, they had proved themselves the most aggressive of the the three. In this case however, they were in no mood to return to the old days, but regardless they threatened an uncompromising war on any species that dared aggression against them, including using the weather as a weapon.

Just when war seemed likely Princess Celestia stepped in and, in a rare moment of micromanaging her people instead of permitting the local governments to handle it, She chastised each species for what she called. "Childishly, barbaric behavior." She called the earth ponies out for acting so foolishly paranoid, The unicorns for arrogantly flaunting their power when it worked and when it didn't.

Finally for the pegasus. Well, they earn favor with the princess for at least attempting to maintain peace between the factions. Their species were named the official defenders of the royals, had been so ever since.

Thankfully these days were a much more civilized time. If there was any proof, then it was sitting and pacing in front of her. Lyra and Bon Bon being friends, despite this hiccup. Perhaps even more, even for Rarity it was hard to tell with the two of them. They seemed attached to the hips. Naturally the nature of their friendship was very curious.

"Bon Bon, darling, your hair is safe in my hands." Rarity finally spoke up. "As for the color, go to the spa and see if there is anything Aloe and Lotus can do to get rid of that tone, tell her I'm personally recommending you to her. If they don't then I suggest a letter or a visit to Zecora out in the Everfree Forest."

At the very mention of the the Everfree Forest, Bon Bon widened her eyes and stared at Rarity as though she had grow a second and third head.

"A letter will be fine, You'll forgive me if I don't want to go to that dingy, dreadful place." Bon Bon shuddered at the thought.

Rarity smiled, she could hardly blame the mare for feeling that way. Despite having to be acquaintances with the Zebra, the forest itself still gave her the shivers at the mere thought. It just wasn't an around pleasant place to wander. Lyra suddenly stopped pacing and smirked at Bon Bon.

"Chicken." She taunted her friend mercilessly. Bon Bon gasped and turned her head, staring wide eyed at the grinning friend.

"I am most certainly _NOT_ a Chicken." Bon Bon denied vehemently, what remained of her mane flip back as she huffed in annoyance.

All Lyra could do was laugh as she took in the sight of Bon Bon's expression marred so vividly with indignation. Privately Rarity smiled, she never imagined the oddball unicorn to be so funny.

"Suuuure you aren't..." She goaded the prissy earth pony. Lyra paused, her smirk widening as she added. "Now wait a second, didn't you just tell me you weren't talking to me anymore?"

As Rarity quietly snipped away at Bon Bon's damaged hair doing her utmost best to ignore the bickering. The way the two went at it, they were like an old married couple who loved each other no matter what they were fighting over. She could feel a small pang in the pit of her stomach, dull throbbing that overwhelmed her senses.

It ached only for one pony on her mind now, Fluttershy. Her smile, the way she laughed, how polite she was, how adorable she'd become when startled. No... there wasn't anything official occurring between them, but it was hard to shake the thoughts of a mare who captured her heart so easily. Still, she had her many doubts and insecurities, but she was working on it so hard. They were issues Rarity could forgive.

But one thing really did bother her: How Fluttershy had completely forgotten to see her yesterday as she had promised her.

It really wasn't Fluttershy's fault for skipping out. Both Fluttershy and herself led separate busy lives, Rarity figured Fluttershy had probably gotten a new patient to deal with which explained her absent playing dress model as she promised in the brief conversations in between light kisses and cuddling. Rarity ended up having to recruit Pinkie Pie, who did nothing but _talk, talk, talk, talk, talk._

It explained why she wasn't around yesterday, but she was surprised that Rarity hadn't awaken to a ceaselessly apologizing Fluttershy. Perhaps today she was feeling too embarrassed to show up, or was feeling like she had somehow let the unicorn down. As annoyed as Rarity was, she didn't want the pegasus to feel like this was an unfixable mistake.

"Hey girls. Rarity, Bon Bon, Heartstrings."

Rarity's thoughts were shoved away as the two unicorn's and one earth pony looked up, finding Twilight Sparkle stepping through the doors of the boutique. Rarity smiled dazzlingly to the unicorn. She was here, good. Rarity had apologies to make and spells to be taught, should Twilight Sparkle be up to it.

She wanted to take up Fluttershy's offer and help Fluttershy handle her easily bored and soon to be bed stricken mother, Serenity. A small part of her felt guilty. She felt like she was almost using Twilight and Fluttershy to get to a fashion icon she had idolized since she first got into the fashion world. Almost, it was just a silly thought, Rarity's feelings of devotion to Fluttershy and a genuine feeling hat an apology was in order for her new friend made her worries minuscule.

"It's Lyra, Twilight, _Ly-ra_!" She heard the turquoise unicorn cry out, irritated by Twilight's greeting, her face flushed. "Seriously, only my mother calls me that... _Heartstrings_," She spat out like it made her sick. "Gah.. it's such a horrible name."

Though Twilight squinted, looking very apologetic, Bon Bon grinned as she looked over her friend as though she saw the unicorn in a new light.

"_Heartstrings_? Oh come on. It's kinda cute." Bon Bon admitted, grinning at her friend look of irritation._ "Oh my little princess,"_ Bob Bon swooned, her voice changing to what Rarity figured was Lyra's mother. _"You'll always be my heartstrings."_

Lyra groaned, her hoof smacking against her face as Bon Bon giggled uncontrollably.

"Don't even joke about that, _Bonnie_." She complained, only growing more and more annoyed by Bon Bon's persistent laughter.

Rarity, grinning slightly, turned to the newly arrived Twilight Sparkle, who looked almost worried to be standing in the same room as the pony who nearly bit her head off. Rarity winced. She did not regret her intent, calling Twilight Sparkle out for her obviousness. She did, however, regret her tone. She could and should have been a whole lot more polite.

"Hello Twilight Sparkle, I'm so glad you were willing to come here at my request." Rarity welcomed, smiling guiltily at her newest friend. "After what happened, I was worried you would not want to see me. I would not blame you, I was in a terribly foul mood."

Twilight Sparkle shook her head.

"No, you were perfectly right to be angry with me." Twilight Sparkle easily dismissed Rarity's apology. "I have sprung things on Fluttershy many times, I never really paid attention that it might bother her until you pointed it out, it was a bit... strong, but I deserved it."

Bon Bon suddenly let a single laugh escape her lips.

"It's a bit rich of Rarity calling you out, considering how she turned Fluttershy into a model, despite her objections." Bon Bon haughtily mused, directing her observation towards Twilight scowled but was saved a retort as she heard Lyra groan, her hoof smacking her face.

"Bon Bon." Lyra spoke up shaking her head. "Are you seriously calling out your mane stylist while she has your mane in her scissors? This is really making me doubt that you have a lick of sense in you."

Twilight and Lyra started giggling as Bon Bon's green stained skin heated up, clearly embarrassed at her own lack of foresight and the realization that she was indeed at Rarity's mercy. Quickly, Bon Bon apologized under her breath so that only Rarity could hear it.

"Thank you, Lyra." Rarity spoke to her fellow unicorn. All three unicorns in the room were laughing at the expense of the earth pony. Bon Bon rolled her eyes.

"Yes, thank you, Heartstrings." She sarcastically added in, causing Lyra's laughter to cease as she turned blue and purple in rage and annoyance. Rarity and Twilight Sparkle laugh even louder.

_..._

_xxxxxxxx_

_..._

"There you go, precious, you just keep eating. If your mama doesn't want you, I certainly will."

Fluttershy smiled dazzlingly as she nestled the little foal deer nestled against her body gently suckling on a bottle of warm milk.

It was sheer luck that Fluttershy had discovered the baby crying yesterday when she was escorting her ducks to the lake. She had intended on taking the birds to a pond in her backyard when she changed directions and decided to give them a treat. After sending her ducks on their merry way, Fluttershy remained behind and watched for hours to make sure that the babies mother was going to come back to the foal.

Well, she didn't.

For half a day Fluttershy waited patiently until finally she slowly approached the sweet little baby, her voice gently calling to the foal as though it could understand. Somehow, it did. Before she knew it, the little abandoned foal was stumbling unsteadily towards her, looking malnourished and very lonely.

So to say she was busy was a definite understatement. she had to make the little foal a new bed, feed her every hour, on the hour, introduce her to all the of the new friends the foal would have. So she had been far, far to busy to do her regular schedule. Too busy to pause for eating or sleep. Her mane was a frizzled mess, her eyes lined black with sleep. This however, was not unusual. This job came with unexpected surprises but it was a passion for which she held no regrets for what it did to her.

Though... she did not have any plans on telling those who cared for her, just how badly she would abuse herself for an animal in need.

Though, recently there was one regret. She had promised she would drop by the Carousel Boutique the other day to check in on Rarity. It didn't occur. Rarity hadn't come out to scold her or be angry for her completely forgetting it. Perhaps she was too mad to want to be around her friend. Friend, some friend she was. She broke a promise.

She was a horrible sort of marefriend.

Fluttershy shoved these thoughts away. If Rarity wanted to be upset then she had every right to be. What was important now was getting this sick abandoned foal healthy. It's mouth was no longer latched around the bottle. Instead it seemed almost pacified in Fluttershy's passive embrace, as though she was a decent substitute mother.

Yet again, she smiled. Having this natural empathy fused with the unintended side effects of unicorn blood did have its uses.

"_**I see you have gained a new patent."**_ A feminine yet powerfully spoke voiced over the silence.

Fluttershy yelped and jumped, The little foal too cried and bolted away as fast as her wobbly new legs could carry her. Crying "No wait!" Fluttershy turned back to face the source of the voice and blanched at the sight. It was Princess Luna, her hoof covering her mouth as she realized he terrible mistake she made by using a softer variation of the royal voice..

"Oh my, I did not mean for that to happen, Miss Fluttershy." Luna nearly whispered, her hooves still holding her mouth as though worried it would happen once more. Fluttershy scampered up and started to bow lowly to the royal.

"Your Majesty. I-I... I wasn't expecting yo-."

Princess Luna shook her head and waved off the need for any sort of acknowledgments of who she was. Intend she gestured to foal who had pushed itself under her fence and running to the Everfree Forest.

"Oh... Nevermind the protocol, Miss Fluttershy. Let's go get your patient back." Luna spoke before tearing off after the foal. Fluttershy, momentarily stunned by Luna's genuine expression of concern quickly joined the Alicorn.

Together they bolted after the foal deer Luna jumping the fence while Fluttershy, being shorter, briefly used her wings. Fluttershy did not feel well enough to think she could maintain this speed, her lack of sleep, lac of food, lack of medicine was all taking a toll on her now. Running, sprinting rather had made her muscle burn in an agony Fluttershy hadn't felt since she was bed stricken as a filly.

Fortunately it did not take long to to capture the foal. Luna proved her earnestness in want to make up for what she did by briefly launching herself up and throwing herself down in front of the foal deer, catching the baby in the length of her body. Fluttershy sighed in relief and came to a dead stop in front of the Royal who was laying down in the long grass and wet dirt, gently nuzzling the baby as though she could regain control over the animal.

Well it worked, quicker then it did for Fluttershy, making the pegasus slightly jealous of Luna's seemingly natural abilities. Luna looked up, noticing the quizzical look on the young mare's face.

"Celestia told me I had a natural affinity to animals when I was younger." Luna smiled as her hoof stroked the foals fuzzy fur. "This is the first one to prove to me that she was right."

Princess Celestia told her? Did Luna not remember? Fluttershy smiled slightly and pushed herself over, closer to the princess then she ever imagined she would be, until finally, she was with in hands reach of the foal now curled up her head resting on Princess Luna's side like a pillow, blissfully unaware that she was laying on one of Equestria's most powerful ponies.

"She can't be much more the a week or two old." Fluttershy explained to the royal princess. "I think her mother must've rejected her."

Princess Luna nodded, she too seemed to come to that concurrence as well.

She turned back to the little foal resting next to her and smiled slightly, her head leaning over the little baby to keep the rain from falling on her. In the back of her mind, she wondered why the royal simply just used her magic instead of getting soaked by the cold rain. She shrugged the thought away. Perhaps the Princess rather liked the personal touch.

"I got a letter from my sister's student that you would... help." She spoke finally, her voice terse. "You and, much to my surprise, your friend, Rarity as well. I feel Twilight Sparkle acted brashly in the offering so I will again offer you a chance to leave this agreement. I will not blame you for doing so."

Fluttershy shook her head in a quick denial.

"Oh no, your Majesty. I really do want to help you." Fluttershy spoke quickly, still shaking her head in denial. "It's the least Rarity and I could do."

With her eyes still looking weary, as though searching the young pegasis for any doubt, Princess Luna sighed and accepted the reply with a nod of her own.

"Alright then, but please, Miss Fluttershy. Do try not to use a royal title for me." She requested, her slight mysterious smile returning to her lips. "I believe that I would be much more inclined if you simply called me Luna."

With a moment's hesitation, Fluttershy nodded in agreement. Calling a royal by her first name only? This would hard to get use to.

"I could not help but notice how.. uncertain you were with me." Luna spoke again, smiling knowingly at the blushing pegasis. "I just feel we should get to know one another before we start. The teacher should not be nervous around the student."

Fluttershy nodded, clearing her throat.

"I -um, What did you say to Rarity exactly?" She spoke up, her nervous voice uncertain whether she should be asking.

Luna simply stared at Fluttershy for several moments before finally, she threw her head back and giggling undignified as she noticed the dazed, lost look written on the pegasus's face. The little deer foal nestled against the royal looked up alarmed by the disturbance but it did not last. She simply rested her head once again against the princess, her eyes closing yet again.

"Whatever you said..." Fluttershy added, sounding as dazed as she looked. "It made everything so very different."

Again the royal giggled, her coy look never leaving.

"I simply told her what she needed to hear from you." Luna smiled slightly. "Was that not acceptable? Judging from that silly little grin, I don't think you mind all that much. Or was I wrong?"

Fluttershy did not nod in affirmation, nor shake her head in denial. The events of the past few days were very acceptable to her.

**...**

**xxxxxxxxx**

**...**

After a successful burying of the hatchet with Twilight Sparkle and a happy agreement to teach Rarity a spell or two, Twilight had left a few hours after Lyra leading the still sniffling Bon Bon out of the store, leaving Rarity by herself as she cleaned Bon Bon's hair clippings from the floor.

Closing time was quickly approaching, she liked to close around 3 in the afternoon some days, it gave her time to work in private and not be at the behest of the locals, which services to them came second compared to the art of dressmaking and everything that came along with the trade.

At least that had been the plan as she gathered her design books and fabrics

Rarity's eyes widened as she turned to lock the boutiques' door. A new pony was standing in her shop, examining the garments she created with a curiosity of a connoisseurs in her field. To her however, his extreme interest gave away that he was a pegasus, who did not have a clue where to begin.

That and the sheer masculinity he possessed.

He was huge. Bigger then her, bigger then her father, bigger then most royal guards she seen. He was wearing a rather handsome black cardigan, clashing perfectly with his off color white fur. His mane short and brown with the sprinkling of grey in it. His eyes were covered with horn rimmed glasses pushed low on his muzzle.

Although Rarity found him well dressed. It seemed like he wasn't into it, like he wasn't comfortable with the fashion, but wore it regardless for somepony else pushing him to look his best. Regardless, Rarity set down her many fabrics and turned the charm level up to eleven. She always enjoyed the challenges of a new client.

"Why it's such a pleasure to have you in my boutique, gentlecolt." Rarity greeted divinely as she swept across the room to join him, her most charming smile given for the potential customer. "Welcome to the Carousel Bouquet. Can I be of assistance to you in any possible way?"

The massive stallion pegasis looked away from the mannequin, his expression of disciplined serious broke slightly as he offered the younger mare a slightly bemused smile.

"It's a pleasure to finally meet you, Miss Rarity. I was actually recommended to you by a couple relatives of mine." The pegasis spoke up, his voice had a surprisingly gravelly undertone. "They said you were the best damn dressmaker this side of Canterlot. Well... it was much politer terms."

Rarity, taken aback by the swearing momentarily, threw her head back and laughed s she accepted the compliment. It was nice to hear that her art was finally being appreciated outside of Ponyville. Her life's ambition of making a name for herself was slowly happening before her very eyes.

"Oh that is a much too generous, though I am not one to ignore a compliment." Rarity gushed, still smiling like royalty as she managed to produce a slight blush on the older stallion's face. "Is there anything you need, and please, do call me Rarity, mister...?"

Coughing slightly the stallion held out his hoof, which Rarity bumped her own against.

"Ace, Ace Marell. Just call me Ace." He introduced himself as he lowered his hoof. With one last look, he pulled away and pushed past her.

"Well than, Ace, how may my services best help you today?"She spoke unshaken by him turning away from her. "Are you in need of some of my finewear?"

"Actually, yes. I'm in the market for a new dress made for my wife." He spoke up again, stepping to her design table carefully examining several designs she had been sketching out. "She got that Canterlot social invitation and is in a full blown panic over what to wear. Told her to keep an open mind while I got her something to her liking."

Rarity paused and blinked. She could be designing a dress for this year's Canterlot Social? This was so exciting! The unicorn stepped lightly next to the pegasis stallion known as Ace who briefly glanced at her and turned back to check over the fabrics she had stacked next to her pile of notes.

"You see she was complaining about how unoriginal all the designers have become in Cloudsdale and Canterlot." He sighed, shrugging. "So I figured I'd surprise her with someone a little "less mainstream"..." He snorted, tacking on. "Whatever that means."

He rolled his eyes and turned to face Rarity, now pondering her conundrum. So not only was this to be a custom dress, but this was going to be a surprise. Surprise meant little to none input from the wearer. It was a good and bad thing. Bad because she had to be imprecise with measurements. Good because after the fiasco of creating Twilight's, Fluttershy's, Rainbow Dash's, Pinkie's and Applejack's dresses, it made her never ever want creative input from a client never, ever again. EVER.

"Oh my, well, I would just love to help you out, but you must understand this is rather unorthodox." Rarity gently explained to the male. "You see I am more use to handling the one who will wear the dress. Do you have your wife's measurements and preferential style?"

Ace grinned slightly at her concern and simply nodded.

"Measurements, yes." He confirmed, gesturing for a quill and ink, which Rarity immediately provided him. "Specific style... I can't say for certain... lately she's been raving about classic manehatton chic, nothing showy just an expression of good design and quality, or something like that. As you can probably tell, I'm no authority on fashion."

Still grinning slightly, he gestured to his outfit.

"Hell." He admitted. "My wife had to dress me up this morning."

Ace and Rarity shared a small laugh which fell to a state of quietness as Ace pressed quill to blank scroll. Rarity watched as the stallion hunched over her table, writing down the measurements his wife had. She followed the measurements as they dried against the scroll, her eyes widening slightly. His wife was almost as tall as he was and very skinny. This would be very interesting dress to design.

"May I inquire her mane and fur color?" She spoke up as Ace let go of his quill and turned back to her."I need to have a list of colors that will not clash."

Ace thought about it for a moment.

"A really soft shade of yellow... I mean, cream yellow..." He informed her, slightly embarrassed by his mistake. "Mane... I can't quite place the color."

Rarity tilted her head.

"Is there anything in the shop I could reference to?" She gently pressed the pegasis.

Ace smiled slightly and glanced about her eyes. He turned away from her, wandering around the bouquet, with Rarity close behind just waiting for an answer. An answer he was not replying with. He was humming as his hooves pushed through her fabrics. He head turned, his eyes widened for a moment and softened. He pushed his woof out of the fabrics and lightly stepped towards her personal desk. He stopped abruptly in front of it and scooped up something. A photo frame.

A Photo frame of all of her friends. Of Pinkie Pie, Rainbow Dash, Applejack and Twilight Sparkle.

His hoof pushed his glasses up, resting them on his forehead. He turned back to Rarity, his hoof gesturing to the last pony looking shyly at the camera. A creamy yellow pegasus with the softest looking, softest feeling pink mane.

"Imagine my daughter, Fluttershy's mane. Only slightly lighter." He finally stated, smiling to himself as he watched with glee as Rarity's face turned quickly into a tomato and contorted in shock of the mere mention of the pegasus.

She could not find the words to speak.

Ace wasn't just a dress buyer. He was Fluttershy's father.

Oh Celestia; Save her.

Even if she wanted to she did not know what to say to the Stallion who know proclaimed himself as Fluttershy's father, the man the pegasus clearly adored bar none. She could see it know, though there was very little resemblance to Fluttershy, who took in more of her mother's image. There was one thing they shared in common. It was their eyes. She had her father's eyes, so light and beautiful. Though ascetically similar, his lacked the powerful seduction behind Fluttershy, the magic so buried in her.

What was he doing here? Was it the letter Fluttershy had sent? She had read it and though it shamed her with guilt for snooping, it gave her one of those rare insights in the mindset of the pegasus now holding her heart in her hooves.

"Charmed to meet you Miss Rarity." Fluttershy's father spoke again, breaking through her silence. "It seems that you captured more then my 'Shy's attention."

The way he said it surprised Rarity. There was still a smile on his face but his words were much chillier then before. Like he did not approve of her, Perhaps he was like her father, not accepting to love that wasn't considered conventional.

"Is there something wrong with that?" Rarity spoke up, losing her own friendly tone as she found herself on the defensive.

As Ace stepped forward, it was the first time Rarity really appreciated the sheer size of the Stallion, It was like he really was a bear was pretending to be a Pegasus. He nearly dwarfed Applejack's older brother, Big Macintosh. With his eyes narrowed and his smile replaced with an expression of foreboding.

It took all her effort not to look frightened, while inwardly, she was screaming for any sort of distraction. It was really hard to believe that someone so intimidating could be gentle Fluttershy's father.

"We will be having a huge problem only if we both don't agree that Fluttershy's happiness comes first and foremost." Ace rumbled simply staring her down. "That comes before piling a load of promises on her, before pressuring my little filly for commitments, declarations, sex..."

Ace paused and seemed to have shook the image of her and his little girl having sex out of his head. Rarity couldn't blame him, fathers, no matter he species didn't want to think of such things...

"Mare or not, you're still seeing my child." He spoke again, looking like the image was gone. "I cannot be held responsible for what I do to you if you break my girl's heart. So this is my one and only warning."

Was this the long fabled Father/Suitor interrogation she had heard quite a lot about? Break my fillies heart and I'll break your legs, wings or horn sort of bravado? Well, on the occasional dates she went on her father tried to be tough, but it just looked silly. Fluttershy's father however... If looks could kill.

"Sir, I agree that Fluttershy comes first," Rarity finally returned as delicately as she could, hoping that he wouldn't snap. "But...it's too soon for any of those fears. we're not even dating, let alone having..well... sex... It's just... We've only just started playing with the idea of us being together. Fluttershy needs-"

"To love herself before she can love you." Ace surprised Rarity by reciting. "I know the words, Serenity spent hours on end gushing over how sweet you were with our girl." He laughed shortly, adding. "Practically wants to adopt you, or at least have a new daughter-in-law. Must be the hormones talking."

Rarity blushed vividly unsure of how to respond. Before she could, Ace spoke once again.

"As for myself?" He mused, tilting his head and staring her down. "I think it's just a fancier way of getting my girl into bed and having one of her parents protecting her from me..."

Yet again, the color drained from her face. Suddenly Rarity could sympathize with every colt and stallion ever caught up in a first encounter with a protective father.

"Well I am so very...flattered that Serenity-"

"That's _Mrs. Apex_ to you." He corrected her, his voice now barking orders.

Rarity blinked at the ceaselessly staring father. Now he was not allowing any informal mention of Fluttershy's mother? She must have been really in trouble with him. She tried to smile confidently but failed s Ace's stare only wrecked through her self esteem faster then Pinkie Pie through a batch of cupcakes.

"Look..." She spoke rather sharply. She paused, recollected herself " I mean, look sir. I do care very much about Fluttershy, it's just... "

"Difficult?" Ace spoke up, grinning finally as Rarity struggled for an answer. It suddenly became clear as day as the facade of sternness fell off Ace's face. He had been playing with her this whole time...

Celestia, she was such a fool, letting this Stallion jump her through hoops at his amusement, despite having only known each other for mere minutes.

"No, sir, not in the slightest. It has been very easy for me to fall head over hoofs for her. She's just so... _secretive_." Rarity explained, looking rather exhausted by the interrogation. "It's just I have known her for six years now. I consider her my very best friend. It was only three days ago that learned that she was crushing on me for years... that she... she was disabled."

Ace's teasing look fell off his face, his brow raised high as he absorbed her statement.

"You didn't know about her wing dystrophy? " He spoke incredulously. "Is she really that ashamed with herself still?"

Rarity nodded her head vigorously, her eyes wide as she noticed just how hurt the news made the father.

"Yes she must be... It's so hard to watch her dedicate her life acting like she has nothing wrong with her and thinking her friends would hate her for it." Rarity continued, fighting the mist in her eyes. "All she wants is to maintain a lie to spare her friends from having to potentially care for her if she needs it."

A sigh escaped the Stallion's mouth as he shook his head. His expression clearly showed just how common this behavior was for him. Both of them fell into a tense silence as Ace turned away to glance through her half made dresses. Rarity's thoughts were back on Fluttershy and wondered if she was alright.

"Well.. speaking of my 'Shy. I'm about go and see my daughter. She likes surprises as you know." He added, smiling slightly. He paused, examined the unicorn closely and added. "If you're not too busy, I'd be okay with you joining me. You seem alright for a unicorn."

She was getting the all clear so soon? Rarity would have skipped in joy for the end of the interrogation had she been naive to believe that his questions about her intentions would cease so soon.

"I would like that, sir." Rarity agreed with the older stallion. "Surprising Fluttershy is always a lot of fun. You should have seen her face when I- ah I."

Rarity stopped herself from speaking anymore then she already did. She was about to tell Fluttershy's father about he first time she kissed the mare. A topic, she gathered was not one to be approached with to a father, regardless if his girl was falling for a colt or mare. Ace stood there. his eyes boring into hers at the very mention of his pure little girl doing something he did not want to imagine.

"Rule of hoof, Rarity? No details to me. Ever. Are we clear?" Ace stated, his lips quirking into a smirk, despite his eyes being so frightening.

Rarity fought the blush on her cheeks and nodded bashfully. She would not forget his request.

**...**

**xxxxxxxxxx**

**...**

"_So why...why do you need my help?"_

it was question Fluttershy had to ask despite everything telling her not to ask it. Her curiously got the better of her and now, she left Princess Luna staring at her. Not angry in anyway, but looking as though she was searching for the right way to answer the question. Fluttershy sighed, she should have just let it go.

Everything had been going so smoothly up until that point. She was swapping stories with the Royal, about handling problem dragons, fighting off that menace, Discord. Stories that, though had no appeal to her, absolutely fascinated the Royal alicorn, who up at that point, hadn't spoken unless Fluttershy had asked a question.

"I need a lot of help with many things, Fluttershy. Not just the old customs." Luna spoke finally, her eyes downcast, almost ashamed, as though it had been her fault.

"I have been trapped in the entity of Nightmare Moon for a thousand years." She admitted, shrugging her shoulders, her expression bashful. "I...I forgot nearly everything. Customs,... Flight, Magic... many of my memories. All of it was lost as Nightmare Moon consumed my abilities suppling her with power during our exile."

Fluttershy blinked. Nightmare Moon was just an parasite, leeching off of power? She... she always just agreed with her mother's teachings that Nightmare Moon was evil incarnate, the source of all pain and nightmares when really it was just an energy that twisted an innocent mare into doing her bidding. Perhaps her father was right, That Nightmare Moon was to be more pitied then feared.

"Since Twilight Sparkle and the rest of you freed me, I have had my sister, Celestia reeducating me." She admitted, smiling nervously as though she had done something wrong. "She raised me since I was just a foal. I... I believe she taught me everything I knew when I was young."

Luna rubbed her her forehead as though it would help stimulate memories stolen from her so violently. She shook her head and stood, the foal never moving as it rested on her hooves.

"Unlike the past she has many responsibility's now." Luna prattled off as she nudged the foal to wake up. "She has raised the sun and the moon for a thousand years, she tends to her students and functions across Equestria. She still does without a single complaint while I struggle along with learning everything anew."

"Tia's teaching me to fly again teaching me to control my magic, returning old memories, updating me of the events of the past millennium." Luna continued, smiling regretfully. "It's such hard work and I can get so angry I could just scream at her. To learn what I missed because carelessness and bitterness fed that...that... _creature_."

Luna shook her head, looking lost.

"Yet... she does not complain." She whispered disbelievingly. "She has a patience with me and every other pony across Equestria, I can't even begin to imagine."

Luna drifted off, leaving Fluttershy with guilt panging her stomach for even asking the question. It made everything she ever struggle with in here much shorter life pale in comparison. Not only that but just the sorts of fears she held for the obviously vulnerable princess seemed so foolish. Luna, at least it seemed to Fluttershy, needed a good friend who was not apart of the aristocratic world that Luna was by default.

Well, if Luna needed a friend, then Fluttershy would most certainly take up the challenge.

"So after demanding my sister that I have someone else for charm lessons, she sent me along to Twilight, who forward me to you and Rarity." Luna sighed, Her sad smiling forming the smallest of grins. "My sister may be extremely powerful, but even she deserves a break."

"Your majesty, is everything alright?"

The conversation was broken, causing both Fluttershy and the Princess to look up. Standing in Fluttershy's backyard was a single tall royal guard. his eyes scanning both the princess and the pegasis as though they might have been in some sort of danger. Luna sighed, glanced to Fluttershy and rolled her eyes, as if annoyed by the Stallion.

"Yes, Captain. Just give us a moment." Luna called back. Her normal voice slightly fused with the royal voice. nearly frightening the foal next to her.

Satisfied, the guard turned and left, leaving the princess alicorn alone with the pegasis.

"Come along, Fluttershy. Let's take this conversation and this little baby back inside your home, before they get too annoyed." Luna sighed, dramatically. "My guards tend to keep the leash very tight on the frighteningly rogue princess."

Both Fluttershy and Luna giggled at her words and together, through the pouring rain and leading a very young and very nervous foal deer, Fluttershy's newest patient, between the two of them,so she did not flee yet again. They wandered back to the safety of Fluttershy's home.

...

xxxxx

...

**Yes. it took me several months (since the beginning of this story) to find a perfect for Fluttershy's father before I settled on Ace Marill. You might not like it, but you should take into account how I have based the father after Kiefer "TEN MORE CC'S! WHERE IS THE BOMB!" Sutherland. Unfortunately, I could not find a way to ponifiy The name Jack Bauer. No matter. I like the idea of timid Fluttershy having a scary protective father wtching her back.**

**Thanks for reading!**


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